Common use of Termination by Seller Clause in Contracts

Termination by Seller. This Agreement may be terminated by Seller: (a) the Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.

Termination by Seller. This Seller may terminate this Agreement may be terminated by Sellerat any time prior to the Closing Date if: (a) the Buyer breaches there has been a material breach by Purchaser of any of its representations, warranties, representations or warranties contained in this Agreement which breach is not cured within ten (10) Business Days after written notice thereof; (b) there has been a material breach of any of the covenants or agreements contained set forth in this AgreementAgreement on the part of Purchaser, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and canis not be cured by the Termination Date, curable or, if curable, has is not been cured by the Buyer within the earlier of ten (i10) 30 days after Buyer’s receipt of written notice of such breach from Seller, and is given by Seller to Purchaser; (iic) three Business Days prior the conditions to the Termination Date; provided obligations of Seller set forth in Section 7.1 shall not have been waived or satisfied on or before the Termination Date or such earlier date as may be specified therefor, including, without limitation, as a result of an overbid by a third party that results in an Sale Order for the transactions contemplated hereby not being entered by the Bankruptcy Court; (d) there shall be in effect a final non-appealable court order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; or (e) the Closing Date shall not have occurred on or prior to sixty (60) days from the Filing Date (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to shall not be available under this Section 7.03(a9.2(e) if Seller is then in breach the Closing shall not have occurred by such date as a result of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which Seller to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor fulfill any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation obligations under this Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.

Termination by Seller. This Agreement may be terminated by Seller: (a) the if Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then at that time in breach of any of their its representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied;; or (b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor or any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.

Termination by Seller. This Agreement may be terminated and the transactions contemplated by Seller: this Agreement may be abandoned at any time prior to the Closing by Seller upon written notice to Buyer (a) if there has been a material breach by Buyer of any representation, warranty or covenant contained in this Agreement which breach, if curable prior to the Outside Date has not been cured within the earlier of (x) ten Business Days following notice of the breach from Seller to Buyer breaches and (y) the period of time that remains between the date such written notice is provided and the Outside Date, which would result in the failure of any of the conditions set forth in Section 6.1 or Section 6.3 and neither Seller nor Seller Parent has waived such condition in writing; provided, however, that Seller may not terminate this Agreement pursuant to this Section 8.4 if either Seller or Seller Parent is then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to Agreement (or if any representations or warranties of Seller or Seller Parent have become after the failure of a condition set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Effective Date, orand at that time remain, if curable, has not been cured by the Buyer within the earlier of (iuntrue) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that it would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all failure of any of the conditions set forth in Section 6.01 and 6.2 or Section 6.02 have been satisfied 6.3, or (other than b) at any condition time prior to obtaining the failure of which Stockholder Approval, in order to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions thatenter into a binding agreement for a Superior Proposal, by their nature, are if prior to be satisfied at Closing and which were, at the time of or concurrently with such termination, capable Seller or Seller Parent pays the Seller Termination Fee pursuant to Section 8.6(a), provided that such Superior Proposal was not solicited in violation of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the ClosingSection 5.2.

Termination by Seller. This Seller shall have the right to terminate this Agreement may be terminated by Seller: if (ai) the Buyer breaches fails to perform or comply with any of its representations, warranties, covenants or agreements contained hereunder in this Agreementany material respect, or if any of the representations or warranties of Buyer herein fail to be true and correct, which breach failure (A) would give rise to the failure of a condition set forth in Section 6.01 6.3(a) or Section 6.03 6.3(b), as applicable, and can(B) is not be reasonably capable of being cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of (i1) 30 thirty (30) days after Buyer’s receipt of receiving written notice from Seller of such breach from Seller, and failure or (ii2) three Business Days one (1) day prior to the Termination End Date, or, if reasonably capable of being cured during such period, is not cured by Buyer within such period; provided provided, that, Seller shall not have the right be entitled to terminate this Agreement pursuant to under this Section 7.03(a8.1(d) if Seller is then in breach of has failed to perform or comply with any of their representations, warranties, its covenants or agreements contained hereunder in this Agreement that any material respect, or if any of the representations or warranties of Seller herein has failed to be true and correct, which failure (x) would result in give rise to the conditions to Closing set forth failure of a condition in Section 6.01 6.2(a) or Section 6.02 6.2(b) and (y) has not being satisfied; been cured as of the date such written notice is received by Buyer, or (bii) if (A) all of the conditions set forth in Section 6.01 6.1 and Section 6.02 6.2 have been satisfied (other than except for any condition that by its terms is to be satisfied at the Closing, but subject to the satisfaction and waiver of such condition by Buyer and any such condition the failure of which to be satisfied has been principally caused by the breach of this Agreement or results from a failure by the Buyer nor any of to perform or comply with its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfiedcovenants or agreements hereunder); (B) and Buyer has shall have failed to fulfill its obligation and agreement herein to consummate the Closing within on the date that is three (3) Business Days following written notice of such satisfaction from the Company day on which the Closing is required to have occurred under Section 2.2; and that the Company is (C) Seller stood ready, willing and able to consummate the Transactions; or Acquisition during the entirety of such three (c) if the Separation Agreement, 3)-Business-Day period and irrevocably confirmed such fact in a form acceptable writing to Buyer on or prior to the Company in its sole discretionend of such three (3)-Business-Day period (the occurrence of the foregoing clauses (A), is not executed at the Closing(B) and (C), a “Buyer Closing Failure”).

Termination by Seller. This Seller may terminate this Agreement may be terminated at any time prior to the Closing by Sellerwritten notice to Purchaser: (a) upon a material breach of any representation, warranty, covenant or agreement on the Buyer breaches any part of its representations, warranties, covenants or agreements contained Purchaser set forth in this AgreementAgreement or the Ancillary Agreements, or if any representation or warranty of Purchaser shall have become untrue or incorrect, in either case which breach would give rise to has rendered the failure satisfaction of a condition the conditions set forth in Section 6.01 6.02(a) or Section 6.03 6.02(b) incapable of fulfillment, and cannot be such violation or breach has neither been waived by Seller nor (if capable of being cured) cured by the Termination Date, or, if curable, has not been cured by the Buyer Purchaser within the earlier thirty (30) days of (i) 30 days after BuyerPurchaser’s receipt of written notice of such violation or breach from Seller; provided, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have however, that the right to terminate this Agreement pursuant to under this Section 7.03(a) shall not be available to Seller if Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements that has not been cured; or (b) if (i) the Closing shall not have occurred by November 28, 2023 (the “Termination Date”), provided, that the Termination Date may be extended to a later date by mutual written consent of their representationsPurchaser and Seller, warranties, in which case such later date shall be deemed the Termination Date for purposes of this Agreement; and (ii) the failure of the Closing to occur on or before the Termination Date is not caused by a failure of Seller to perform and comply in all material respects with its covenants or and agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all any of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which Ancillary Agreements that are required to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are performed or complied with at or prior to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.

Termination by Seller. This Seller shall have the right to terminate this Agreement may be terminated by Seller: (a) the if Buyer breaches materially fails to perform or comply with any of its representations, warranties, covenants or agreements contained hereunder in this Agreementany material respect, or if any of the representations or warranties of Buyer herein fails to be true and correct, which breach failure (1) would give rise to the failure of a condition set forth in Section 6.01 6.3(a) or Section 6.03 6.3(b), as applicable, and can(2) is not be reasonably capable of being cured by the Termination Date, Buyer within forty-five (45) days after receiving written notice from Seller of such failure or, if curablereasonably capable of being cured during such forty-five (45) day period, is not cured by Buyer within such forty-five (45) day period; provided that Seller shall not be entitled to terminate this Agreement under this Section 7.1(c) if any of Seller or the Acquired Entity has failed to perform or comply with any of its covenants or agreements hereunder in any material respect, or if any of the representations or warranties of Seller or the Acquired Entity herein has failed to be true and correct, which failure (A) would give rise to the failure of a condition in Section 6.3(a) or Section 6.3(b) and (B) has not been cured by as of the Buyer within the earlier of (i) 30 days after Buyer’s receipt of date such written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused received by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the ClosingBuyer.

Termination by Seller. This Agreement may be terminated terminated, and the transactions contemplated hereby may be abandoned at any time prior to the Closing by SellerSeller if: (a) 7.3.1 whether before or after the Buyer breaches Stockholder Approval is obtained, there has been a material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or agreements contained agreement made by Purchaser in this Agreement, which breach would give rise to or any such representation and warranty shall have become untrue after the failure of a Execution Date, such that any condition set forth in Section 6.01 6.3.1 or Section 6.03 and can6.3.2 would not be cured by the Termination Date, satisfied and such breach or failure to be true is not curable or, if curable, has is not been cured by the Buyer within prior to the earlier of (ia) 30 days after Buyer’s receipt of written following notice to Purchaser from Seller of such breach from Seller, or failure and (iib) the date that is three (3) Business Days prior to the Termination End Date; provided that Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) 7.3.1 if Seller is then in material breach of any of their its representations, warranties, covenants or agreements contained in under this Agreement that would result in Agreement; or 7.3.2 at any time prior to the conditions to Closing set forth in Section 6.01 or Section 6.02 not Stockholder Approval being satisfied; obtained, (ba) if all the Board authorizes Seller, to the extent permitted by and subject to complying with the terms of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which 5.6.5(b), to be satisfied has been principally caused by the enter into an Alternative Acquisition Agreement with respect to a Superior Proposal that did not result from a material breach of this Agreement by and (b) concurrently with the Buyer nor any termination of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation this Agreement, in Seller, subject to complying with the terms of Section 5.6.5(b), enters into an Alternative Acquisition Agreement providing for a form acceptable to the Company in its sole discretion, is Superior Proposal that did not executed at the Closingresult from a material breach of this Agreement.

Termination by Seller. This Agreement may be terminated at any time prior to the Closing Date by SellerSxxxxx as follows: (a) the Buyer breaches if there has been a material breach of any of its representationscovenant, warranties, covenants representation or agreements warranty contained in this Agreement, which breach Agreement by Buyer that has caused or would give rise reasonably be likely to cause any of the failure of a condition conditions set forth in Section 6.01 or Section 6.03 6.1 not to be satisfied if such conditions were measured at the time of such material breach and cannot be cured by the Termination Date, or, if curable, (A) such material breach has not been cured waived, either in writing or pursuant to the terms of this Agreement, by the Buyer within the earlier of Seller, (iB) 30 days after Buyer’s receipt of Seller has provided written notice to Buyer of such material breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right its intent to terminate this Agreement pursuant to this Section 7.03(a9.4(a) and, (C) which material breach Buyer has failed to cure within 7 days following its receipt of written notice thereof from Seller; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.4(a) if there has been a material breach by Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that has caused or would result in reasonably be likely to cause any of the conditions to Closing set forth in Section 6.01 or Section 6.02 6.2 to not be capable of being satisfied; (b) if all the Contemplated Transaction has not been consummated by the End Date; provided, however, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 9.4(b) if there has been a material breach by Buyer of this Agreement that has caused or would reasonably be likely to cause any of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which 6.2 to not be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if at any time prior to the Separation Agreementtime the Sale Order is entered by the Bankruptcy Court, in order to enter into a form acceptable to definitive written agreement in connection with an Alternative Transaction solicited by Seller in accordance with the Company procedures set forth in its sole discretion, is not executed at the ClosingProcedures Order.

Termination by Seller. (i) This Agreement may be terminated by Seller:Seller at any time prior to the Closing, if (A) Purchaser shall have failed to comply, in any material respect, with any of Purchaser’s covenants or agreements contained in this Agreement or (B) any one or more of the representations or warranties of Purchaser contained in this Agreement shall prove to have been inaccurate in any material respect, which, in each case, if not cured, would result in a failure of any of the conditions set forth in Section 7.02(a) or Section 7.02(b) to be satisfied, and such inaccuracy or breach shall not have been cured within [***] Business Days after receipt by the Purchaser of written notice of such inaccuracy or breach (provided that no such cure period shall be available or applicable to any such breach that by its nature cannot be cured by the Outside Date). (aii) This Agreement may be terminated by Seller if the Buyer breaches Closing shall not have occurred on or before the Outside Date; provided that Seller may terminate this Agreement pursuant to this Section 9.01(c)(ii) only if at the time of termination Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 Agreement and cannot be cured by the Termination Date, or, if curable, Seller has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of the satisfied those conditions set forth in Section 6.01 and Section 6.02 have been satisfied 7.01 (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and those conditions that, that by their nature, terms are to be satisfied by actions taken at the Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the could have been satisfied or would have been waived assuming a Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closingwould occur).

Termination by Seller. This Agreement may be terminated by Seller: (a) the if Buyer breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then at that time in breach of any of their its representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor or any of its Affiliates and conditions that, by their nature, are to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactionstransactions contemplated herein; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, Agreement is not executed at the Closing.

Termination by Seller. This Seller may terminate this Agreement may be terminated at any time prior to the Closing by Sellerwritten notice to Purchaser: (a) upon a material breach of any representation, warranty, covenant or agreement on the Buyer breaches any part of its representations, warranties, covenants or agreements contained Purchaser set forth in this AgreementAgreement or the Ancillary Agreements, or if any representation or warranty of Purchaser shall have become untrue or incorrect, in either case which breach would give rise to has rendered the failure satisfaction of a condition the conditions set forth in Section 6.01 6.02(a) or Section 6.03 6.02(b) incapable of fulfillment, and cannot be such violation or breach has neither been waived by Seller nor (if capable of being cured) cured by the Termination Date, or, if curable, has not been cured by the Buyer Purchaser within the earlier thirty (30) days of (i) 30 days after BuyerPurchaser’s receipt of written notice of such violation or breach from Seller; provided, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have however, that the right to terminate this Agreement pursuant to under this Section 7.03(a) shall not be available to Seller if Seller is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements that has not been cured; or (b) if (i) the Closing shall not have occurred by May 26, 2023 (the “Termination Date”), provided, that the Termination Date may be extended to a later date by mutual written consent of their representationsPurchaser and Seller, warranties, in which case such later date shall be deemed the Termination Date for purposes of this Agreement; and (ii) the failure of the Closing to occur on or before the Termination Date is not caused by a failure of Seller to perform and comply in all material respects with its covenants or and agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all any of the conditions set forth in Section 6.01 and Section 6.02 have been satisfied (other than any condition the failure of which Ancillary Agreements that are required to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, by their nature, are performed or complied with at or prior to be satisfied at Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closing.

Termination by Seller. This Seller shall have the right to terminate this Agreement may be terminated by Sellerprior to the Closing: (ai) in order to enter into a definitive, written Contract for a Superior Seller Proposal concurrently with such termination; provided that such termination will not be effective unless (1) Seller has complied with its obligations under Section 4.02 and (2) Seller has paid Parent the Buyer Seller Termination Fee pursuant to Section 6.03(a)(i) prior to or concurrently with such termination; (ii) if the Purchaser Group breaches or fails to perform any of its representations, warranties, covenants or agreements contained in this Agreement, or if any of the representations or warranties of the Purchaser Group in this Agreement fails to be true and correct, which breach or failure (1) would give rise to the failure of to satisfy a condition set forth in Section 6.01 5.01, Section 5.02(a) or Section 6.03 5.02(b), as applicable, and can(2) (A) is not be reasonably capable of being cured by the Termination Date, or, Purchaser Group by the End Date or (B) if curable, has not been reasonably capable of being cured by the Buyer within Purchaser Group by the earlier of (i) 30 days after Buyer’s receipt of End Date, Seller has delivered to Purchaser written notice of such breach from Seller, and such breach is not cured by the Purchaser Group by the earlier of (1) the End Date and (ii2) three Business Days prior to the Termination Datedate that is thirty (30) days after delivery of such notice; provided provided, however, that Seller shall not have the right to terminate this Agreement pursuant to under this Section 7.03(a6.01(c)(ii) if Seller is then in breach of any of their representations, warranties, covenants covenant or agreements contained agreement in this Agreement or any representation or warranty of Seller in this Agreement then fails to be true and correct, in each case, such that would result in the conditions to Closing any condition set forth in Section 6.01 5.01, Section 5.03(a), Section 5.03(b) or Section 6.02 5.03(c), as applicable, could not being then be satisfied;; or (biii) if (1) all of the conditions set forth in Section 6.01 5.01 and Section 6.02 have been satisfied 5.03 (other than any condition except for those conditions to the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates and conditions that, Closing that by their nature, nature are to be satisfied at the Closing, each of which would be satisfied if the Closing then occurred) have been satisfied or waived by Purchaser in writing, (2) Seller has irrevocably confirmed in writing at least three (3) Business Days prior to such termination that Seller stands ready, willing and which wereable, at and will take all actions, to consummate the time of terminationClosing, capable of being satisfiedand (3) and Buyer Purchaser has failed to fulfill its obligation and agreement herein to consummate the Closing by the day that the Closing should have been consummated pursuant to Section 1.02 and within three (3) Business Days following of receipt by Purchaser of the written notice confirmation referred to in clause (2) of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closingthis sentence.

Termination by Seller. (i) This Agreement may be terminated by Seller:written notice from Seller to Purchaser at any time prior to the Closing, if Seller is not then in material breach of any provision of this Agreement if (A) Purchaser shall have failed to comply with any of Purchaser’s covenants or agreements contained in this Agreement or (B) any one or more of the representations or warranties of Purchaser contained in this Agreement shall prove to have been inaccurate or breached and, in the case of clauses (A) and (B), such failure, inaccuracy or breach would give rise, if occurring and continuing on the Closing Date, to the failure of any of the conditions specified in Section 7.02(a) or Section 7.02(b). If such failure, inaccuracy or breach is curable through the exercise of commercially reasonable efforts, Seller shall have given Purchaser a reasonable opportunity to cure any such failure, inaccuracy or breach to so comply by the Outside Date or within thirty (30) days following Seller having notified Purchaser of its intent to terminate this Agreement under this Section 9.01(c)(i). (aii) This Agreement may be terminated by written notice from Seller to Purchaser if the Buyer breaches Closing shall not have occurred on or before the Outside Date; provided, however, that Seller may terminate this Agreement pursuant to this Section 9.01(c)(ii) only if at the time of termination Seller is not in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would give rise to the failure of a condition Agreement and Seller has satisfied those conditions set forth in Section 6.01 or Section 6.03 and cannot be cured by the Termination Date, or, if curable, has not been cured by the Buyer within the earlier of 7.01 (i) 30 days after Buyer’s receipt of written notice of such breach from Seller, and (ii) three Business Days prior to the Termination Date; provided Seller shall not have the right to terminate this Agreement pursuant to this Section 7.03(a) if Seller is then in breach of any of their representations, warranties, covenants or agreements contained in this Agreement that would result in the conditions to Closing set forth in Section 6.01 or Section 6.02 not being satisfied; (b) if all of other than the conditions set forth in Section 6.01 7.01(e) and Section 6.02 have been satisfied (other than any condition the failure of which to be satisfied has been principally caused by the breach of this Agreement by the Buyer nor any of its Affiliates 7.01(f) and those conditions that, that by their nature, terms are to be satisfied by actions taken at the Closing and which were, at the time of termination, capable of being satisfied) and Buyer has failed to fulfill its obligation and agreement herein to consummate the could have been satisfied or would have been waived assuming a Closing within three Business Days following written notice of such satisfaction from the Company and that the Company is ready, willing and able to consummate the Transactions; or (c) if the Separation Agreement, in a form acceptable to the Company in its sole discretion, is not executed at the Closingwould occur).