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; (ii) the Company shall have failed to observe or perform any of its material obligations under this Agreement or (iii) as otherwise set forth herein; 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; (ii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement or (iii) as otherwise set forth herein.

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 representations and warranties made in this Agreement by the Company shall not be materially true and correct, when made or at any time prior to consummation of the Contemplated Transactions as if made at and as of such time; (ii) any of the conditions set forth in Section 5.2 hereof have not been fulfilled in all material respects by the Closing Date; (iiiii) the Company shall have failed to observe or perform any of its material obligations under this Agreement Agreement; or (iiiiv) as otherwise set forth herein; 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; (ii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement or (iii) as otherwise set forth herein.

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; (ii) the Company shall have breached or failed to observe or perform in any material respect any of its material covenants or obligations under this Agreement or (iii) as otherwise set forth herein; 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; (ii) the Parent or the Acquisition Subsidiary shall have breached or failed to observe or perform in any material respect any of their material respective its covenants or obligations under this Agreement or (iii) as otherwise set forth herein.

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; (ii) the Company Partnership shall have failed to observe or perform any of its material obligations under this Agreement Agreement, (iii) a Parent Material Adverse Effect, as determined in the sole discretion of the Partnerships, has occurred and is continuing or (iiiiv) as otherwise set forth herein; or (b) by the Company Partnerships 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; (ii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement or (iii) as otherwise set forth herein.

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; (ii) the Company Partnership shall have failed to observe or perform any of its material obligations under this Agreement or (iii) as otherwise set forth herein; or (b) by the Company Partnerships 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; (ii) the Parent or the Acquisition Subsidiary shall have failed to observe or perform any of their material respective obligations under this Agreement Agreement, (iii) a Parent Material Adverse Effect, as determined in the sole discretion of the Partnerships, has occurred and is continuing or (iiiiv) as otherwise set forth herein.