Common use of Termination by the Partnership Clause in Contracts

Termination by the Partnership. This Agreement may be terminated and the Merger may be abandoned by the Partnership Board, with approval of the Special Committee, if, at any time prior to the Effective Time, there has been a breach by Parent, EUS or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, EUS or Merger Sub shall have become untrue, in either case, such that the conditions in Section 9.3(a) or Section 9.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (a) sixty days after the giving of notice thereof by the Partnership to Parent or (b) the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 10.4 shall not be available to the Partnership if it has breached in any material respect its representations, warranties, covenants or agreements set forth in this Agreement.

Termination by the Partnership. This Agreement may be terminated and the Merger may be abandoned by action of the Partnership Board, with approval of the Special Committee, Board if, at any time prior to the Effective Time, there has been a breach by Parent, EUS or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, EUS or Merger Sub shall have become untrue, in either case, such that the conditions in Section 9.3(a) or Section 9.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (a) sixty days after the giving of notice thereof by the Partnership to Parent or (b) the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 10.4 shall not be available to the Partnership if it has breached in any material respect its representations, warranties, covenants or agreements set forth in this Agreement.

Termination by the Partnership. This Agreement may be terminated and the Merger may be abandoned by action of the Partnership Board, with approval of (duly authorized by the Special Committee, if, Conflicts Committee on behalf on the Partnership) at any time prior to the Effective Time, there has been a breach by Parent, EUS the Parent Parties or Merger Sub of any representation, warranty, covenant or agreement set forth in this Agreement, or if any representation or warranty of Parent, EUS the Parent Parties or Merger Sub shall have become untrue, in either case, such that the conditions in Section 9.3(a8.3(a) or Section 9.3(b8.3(b) would not be satisfied (and such breach or failure to be true and correct is not curable prior to the Outside Date, or if curable prior to the Outside Date, has not been cured within the earlier of (ai) sixty days after the giving of notice thereof by the Partnership to Parent or (bii) the Outside Date); provided, however, that the right to terminate this Agreement pursuant to this Section 10.4 9.4 shall not be available to the Partnership Parties if it has breached in any material respect its representations, warranties, covenants or agreements set forth in this Agreement.