Termination by Either Parent Sample Clauses

Termination by Either Parent the Company, ▇▇▇▇▇ or Monaco . This Agreement may be terminated by any of Parent, the Company, ▇▇▇▇▇ or Monaco at any time prior to the Closing (whether before or after the receipt of Parent Shareholder Approval): (a) if the Closing shall not have occurred on or before the Outside Date, provided, however, that the right to terminate this Agreement pursuant to this Section 8.2(a) shall not be available to any Party the breach by which of any representation, warranty, covenant, or agreement set forth in this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; (b) The Parent Resolutions are voted on by Parent Shareholders and not approved by the Parent Shareholders, provided that a Party may not terminate this Agreement pursuant to this Section 8.2(b) if the failure to obtain the approval of the Parent Shareholders has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; and (c) after the date of this Agreement, any Order or Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Transactions illegal or otherwise prohibits or enjoins the Parent or the Sellers and/or their Affiliates from consummating the Transactions, and such Order or Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate this Agreement pursuant to this Section 8.2(c) has used its commercially reasonable efforts to, as applicable, appeal or overturn such Order or Law or otherwise have it lifted or rendered non-applicable in respect of the Transactions and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement.