Common use of Termination by Purchaser or the Stockholder Clause in Contracts

Termination by Purchaser or the Stockholder. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing, by Purchaser or the Stockholder if: (a) the Closing shall not have been consummated on or before August 1, 2018 (the “Outside Date”), provided, that the right to terminate this Agreement pursuant to this Section 7.2(a) shall not be available to any party whose breach of a representation, warranty, covenant, or obligation under this Agreement or whose action or failure to act has been the principal cause of or resulted in the failure of the Acquisition to have been consummated on or before the Outside Date (the breach, act or failure to act of the Company or an Asset Seller also shall be deemed to be the breach, act or failure to act of the Stockholder under this Section 7.2(a)); or (b) any Governmental Authority has issued an Order (that has not been vacated, withdrawn or overturned) permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such Order shall have become final and nonappealable; provided, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to any party that has failed to perform its obligations in the last sentence of Section 5.2(a) (the failure to perform of the Company or an Asset Seller also shall be deemed to be the failure to perform of the Stockholder under this Section 7.2(b)).

Termination by Purchaser or the Stockholder. This Agreement may be terminated terminated, and the Transactions may be abandoned at any time prior to the Closing, by Purchaser or the Stockholder if: (a) the Closing shall not have been consummated on or before August 1October 29, 2018 2019 (the “Outside Date”), provided, that the right to terminate this Agreement pursuant to this Section 7.2(a) shall not be available to any party whose breach of a representation, warranty, covenant, or obligation under this Agreement or whose action or failure to act has been the principal cause of or resulted in the failure of the Acquisition to have been consummated on or before the Outside Date (the breach, act or failure to act of the Company or an Asset Seller also shall be deemed to be the breach, act or failure to act of the Stockholder under this Section 7.2(a)); or (b) any Governmental Authority has issued an Order (that which has not been vacated, withdrawn or overturned) permanently restraining, enjoining or otherwise prohibiting the consummation of the Acquisition and such Order shall have become final and nonappealable; provided, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to any party that has failed to perform its obligations in the last sentence of Section 5.2(a) 5.2 (the failure to perform of the Company or an Asset Seller also shall be deemed to be the failure to perform of the Stockholder under this Section 7.2(b)).