Common use of Termination for Failure to Perform Covenants or Conditions Clause in Contracts

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Buyer if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Stockholders or the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent Buyer (to the extent such breach is curablecurable within such ten-day period and otherwise if such a cure is not commenced within such ten-day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or; (b) by the Company and the Stockholders if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary Buyer shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company Stockholders (to the extent such breach is curablecurable within such ten-day period and otherwise if such a cure is not commenced within such ten-day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Company may or (c) by either the Parent or either Stockholder if the conditions set forth in Section 5.1 hereof have not exercise been fulfilled in all material respects by the right in this Section 7.4(b) if it is then in breach of any provision of this AgreementClosing Date.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary MergerCo if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curablecurable within such ten day period and otherwise if such a cure is not commenced within such ten day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company Stockholder or the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary MergerCo shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curablecurable within such ten day period and otherwise if such a cure is not commenced within such ten day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b7.4(a) if it is then in breach of any provision of this Agreement;.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) if the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement or if any representation or warranty of the Company contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.2 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from the Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that the Parent and Acquisition Subsidiary may not exercise the right in terminate this Agreement under this Section 7.4(a) if either of them are it is then in breach of in any provision material respect of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) if the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its their respective covenants or obligations under this Agreement or if any representation or warranty of the Parent or the Acquisition Subsidiary contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.3 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that the Company may not exercise the right in terminate this Agreement under this Section 7.4(b) if it is then in breach of in any provision material respect of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) CryptoSign if the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement or if any representation or warranty of the Company contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 6.2 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from Parent CryptoSign (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that Parent and Acquisition Subsidiary CryptoSign may not exercise the right in terminate this Agreement under this Section 7.4(a) if either of them are it is then in breach of in any provision material respect of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) the Parent or the Acquisition Subsidiary if CryptoSign shall have breached or failed to observe or perform in any material respect any of its their respective covenants or obligations under this Agreement or if any representation or warranty of CryptoSign contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.1 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that the Company may not exercise the right in terminate this Agreement under this Section 7.4(b) if it is then in breach of in any provision material respect of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a6.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b6.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing: (a) by written notice by the Parent and the Acquisition Subsidiary if: (i) there has been a breach by the Company or the Company Member of any of the conditions their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 5.2 hereof have not been fulfilled in all material respects by 5.2(a) and Section 5.2(b) to be satisfied (treating the Closing Date (unless waived by for such purposes as the Parent date of this Agreement or, if later, the date of such breach), and the Acquisition Subsidiary); (ii) the Company shall have breached breach or failed to observe inaccuracy is incapable of being cured or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten the earlier of (10A) twenty (20) days of after written notice of such breach from or inaccuracy is provided by the Parent (to the extent such breach is curable) or (iiiB) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this AgreementOutside Date; or (b) by the Company and the Company Member if: (i) there has been a breach by the Parent of any of its representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of the conditions Parent shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 5.3 hereof have not been fulfilled by 5.3(a) and Section 5.3(b) to be satisfied (treating the Closing Date (unless waived by for such purposes as the Companydate of this Agreement or, if later, the date of such breach); , and (ii) the Parent breach or the Acquisition Subsidiary shall have breached inaccuracy is incapable of being cured or failed to observe or perform any of its covenants or obligations under this Agreement if such breach is not cured within ten the earlier of (10A) twenty (20) days of after written notice of such breach from or inaccuracy is provided by the Company (to the extent such breach is curable) or (iiiB) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this AgreementOutside Date.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are it is then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b7.4(a) if it is then in breach of any provision of this Agreement;.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Purchaser if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Stockholders or the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent Purchaser (to the extent such breach is curablecurable within such ten-day period and otherwise if such a cure is not commenced within such ten-day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or; (b) by the Company Stockholders if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary Purchaser shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company Stockholders (to the extent such breach is curablecurable within such ten-day period and otherwise if such a cure is not commenced within such ten-day period and diligently continued to completion) or (iii) as otherwise set forth herein; provided that Company may or (c) by either the Purchaser or either Stockholder if the conditions set forth in Section 5.1 hereof have not exercise been fulfilled in all material respects by the right in this Section 7.4(b) if it is then in breach of any provision of this AgreementClosing Date.

Termination for Failure to Perform Covenants or Conditions. This ---------------------------------------------------------- Agreement may be terminated prior to the Effective TimeClosing Date: (a) by the Parent and the Acquisition Subsidiary Xceed if: (i) any of the representations and warranties made in this Agreement by the Company or the Interestholders shall not be true and correct in any material respect, when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time and it is not practical for such breach to be cured prior to the Closing Date; (ii) any of the conditions set forth in Section 5.1 hereof have not been fulfilled or waived by the Closing Date; (iii) the Company or the Interestholders shall have failed to observe or perform any of their respective material obligations under this Agreement and it is not practical for such breach to be cured prior to the Closing Date; or (iv) as otherwise set forth herein; or (b) by the Company or the Interestholders if: (i) any of the representations and warranties of Xceed shall not be true and correct in any material respect, when made or at any time prior to consummation of the transactions contemplated hereby as if made at and as of such time and it is not practical for such breach to be cured prior to the Closing Date; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) the Parent or the Acquisition Subsidiary Xceed shall have breached or failed to observe or perform any of its covenants or respective material obligations under this Agreement if and it is not practical for such breach is not to be cured within ten (10) days of written notice of such breach from the Company (prior to the extent such breach is curable) Closing Date; or (iiiiv) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 6.1 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary)Date; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) ), or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 6.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Company)Date; (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) ), or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by By the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless or otherwise waived by the Parent and the Acquisition Subsidiary)Parent; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by By the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless or otherwise waived by the Company); (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b) if it is then in breach of any provision of this Agreement;.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by By the Parent and the Acquisition Merger Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless or otherwise waived by the Parent and the Acquisition Subsidiary)Parent; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) ); or (iii) as otherwise set forth herein; provided that Parent and Acquisition Merger Subsidiary may not exercise the right in this Section 7.4(a6.4(a) if either of them are then in breach of any provision of this Agreement; or (b) by By the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled in all material respects by the Closing Date (unless or otherwise waived by the Company); (ii) the Parent or the Acquisition Merger Subsidiary shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement if such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) ); or (iii) as otherwise set forth herein; provided that Company may not exercise the right in this Section 7.4(b6.4(b) if it is then in breach of any provision of this Agreement;.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) if the Company shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement or if any representation or warranty of the Company contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.2 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a8.5(a) if either of them are then in breach of in any provision material respect of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) if the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its their respective covenants or obligations under this Agreement or if any representation or warrant of the Parent or the Acquisition Subsidiary contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.3 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that the Company may not exercise the right in this Section 7.4(b8.5(b) if it is then in breach of in any provision material respect of this Agreement;.

Termination for Failure to Perform Covenants or Conditions. This Agreement may be terminated prior to the Effective Time: (a) by the Parent and the Acquisition Subsidiary if: (i) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date (unless waived by the Parent and the Acquisition Subsidiary); (ii) if the Company or Company Parent shall have breached or failed to observe or perform in any material respect any of its covenants or obligations under this Agreement or if any representation or warranty of the Company contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.2 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from Parent (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that Parent and Acquisition Subsidiary may not exercise the right in this Section 7.4(a8.6(a) if either of them are then in breach of in any provision material respect of this Agreement; or (b) by the Company if: (i) any of the conditions set forth in Section 5.3 hereof have not been fulfilled by the Closing Date (unless waived by the Company); (ii) if the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of its their respective covenants or obligations under this Agreement or if any representation or warrant of the Parent or the Acquisition Subsidiary contained in this Agreement shall be inaccurate or shall have become inaccurate as of a date subsequent to the date of this Agreement (as if made on such subsequent date), in each case, such that any condition set forth in Section 5.3 would not be satisfied; provided, that such breach is not cured within ten (10) days of written notice of such breach from the Company (to the extent such breach is curable) or (iii) as otherwise set forth herein); provided provided, further, that the Company may not exercise the right in this Section 7.4(b8.6(b) if it is then in breach of in any provision material respect of this Agreement.