Common use of Termination of Agreement Prior to Closing Clause in Contracts

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investors or the Company if the Closing shall not have occurred by June 30, 2019 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 10.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (b) the Investors upon written notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; (c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the Company.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) By Ceding Company in writing, without liability (except as provided in Section 10.2). if Reinsurer shall (i) fail to perform in any material respect its agreements contained herein required to be performed by either it prior to the Investors date of such termination, or (ii) materially breach any of its representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after Ceding Company has notified Reinsurer in writing of its intent to terminate this Agreement pursuant to this Section 10.1(a). (b) By Reinsurer in writing, without liability (except as provided in Section 10.2), if Ceding Company shall (i) fail to perform in any material respect its agreements contained herein required to be performed by them prior to the date of such termination, or (ii) materially breach any of its representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after Reinsurer has notified Ceding Company of its intent to terminate this Agreement pursuant to this Section 10.1(b). (c) By Reinsurer or Ceding Company if the Closing shall has not have occurred by June 30on or before July 26, 2019 (2007 and the "Outside Date"); provided, however, that the right party seeking to terminate this Agreement under is not in material breach or default of any provisions of this Section 10.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;Agreement. (bd) the Investors upon written notice to the CompanyBy Reinsurer or Ceding Company in writing, if there has been a breach shall be any Order of any representation, warranty, covenant Governmental Entity which prohibits or agreement made by restrains Reinsurer or Ceding Company from consummating the Company in this Agreement, or transactions contemplated hereby. (e) At any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured time on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given Closing Date, by the Investors to the Company and (y) the Outside Date; (c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of Ceding Company and Reinsurer. Notwithstanding any other provision of this Agreement to the Investors and contrary, this Agreement may not be terminated after the CompanyClosing, except as permitted under Section 10.3(c).

Termination of Agreement Prior to Closing. This Agreement may be terminated and the sale and transfer of the Shares contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Parent, the Seller and the Purchaser; (b) by either (A) the Purchaser if there shall have been a material breach of any of the representations, warranties, covenants or agreements of the Parent and/or the Seller contained in this Agreement or (B) the Parent and the Seller if there shall have been a material breach of any of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement, in either case, only if (x) such breach would result in the failure to satisfy one or more of the conditions set forth in Section 6.01 (in the case of a breach by the Parent and/or the Seller) or Section 6.02 (in the case of a breach by the Purchaser) and (y) such breach (1) by its nature is not capable of being cured or (2) shall not have been cured within 15 days after written notice thereof shall have been given by the terminating parties to the party or parties alleged to be in breach; or (c) by either the Investors Purchaser, on the one hand, or the Company Parent and the Seller, on the other hand, if the Closing shall not have occurred by June 30prior to the close of business on August 31, 2019 2001, provided that (the "Outside Date"); provided, however, that A) the right to terminate this Agreement under this Section 10.1 8.01(c) shall not be available to the Purchaser if any party whose failure breach of the representations, warranties, covenants or agreements of the Purchaser contained in this Agreement then exists and (B) the right to fulfill any obligation terminate this Agreement under this Agreement Section 8.01(c) shall have been not be available to the cause of, or shall have resulted in, Parent and the failure Seller if any breach of the Closing to occur on representations, warranties, covenants or prior to such date; (b) agreements of the Investors upon written notice to Parent and/or the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company Seller contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; (c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the CompanyAgreement then exists.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investors or the Company if the Closing shall not have occurred by June 30October 15, 2019 2018 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 10.1 9.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date; (b) if the Company Stockholders' Meeting (including any adjournments or postponements thereof) shall have been held and concluded without the Company Stockholder Approval having been obtained; (c) the Investors upon written notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; (cd) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (de) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (ef) by the mutual written consent of the Investors and the Company.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investors mutual written consent of the Partnership and the Purchasers; (b) by the Partnership or the Company Purchasers if there shall be in effect a final nonappealable order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the Closing shall not have occurred by June 30, 2019 (consummation of the "Outside Date")transactions contemplated hereby; provided, however, that the right to terminate this Agreement under this Section 10.1 8.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause ofPartnership, on the one hand, or shall have resulted ineither Purchaser, on the other hand, if such order was primarily due to the failure of the Closing Partnership, on the one hand, or either Purchaser, on the other hand, to occur on or prior to such dateperform any of its obligations under this Agreement; (bc) the Investors upon written notice to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company Purchasers if the Partnership shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, or if any such representation and or warranty of the Partnership shall have become untrue after the date of this Agreementuntrue, in either case such that any of the conditions set forth in Section 6.2, 6.3(a) and Section 6.3 or Section 6.4 6.3(b) would not be satisfied and such breach or condition is not curable incapable of being cured or, if curablecapable of being cured, is shall not have been cured on or prior to the earlier of within ten (x10) the date which is 30 days following written notice thereof is given receipt by the Investors to Partnership of notice of such breach from the Company and (y) the Outside DatePurchasers; (cd) by the Company upon written notice Partnership if either Purchaser shall have breached or failed to the Investorsperform any of its representations, if there has been a breach of any representationwarranties, warranty, covenant covenants or agreement made by the Investors agreements set forth in this Agreement, or if any such representation and or warranty of either Purchaser shall have become untrue after the date of this Agreementuntrue, in either case such that any of the conditions set forth in Section 7.2 6.2(a) or Section 7.3 6.2(b) would not be satisfied and such breach or condition is not curable incapable of being cured or, if curablecapable of being cured, is shall not have been cured on or prior to the earlier of within ten (x10) the date which is 30 days following written notice thereof is given receipt by the Company to Purchasers of notice of such breach from the Investors and (y) the Outside DatePartnership; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual Partnership or the Purchasers if the CMO Purchase Agreement or the ACMP Unit Purchase Agreement is terminated in accordance with its terms; or (f) by the Partnership or the Purchasers in the event that the Closing does not occur on or before the later of January 31, 2013 or the Outside Date (as defined in the CMO Purchase Agreement as amended from time to time with the prior written consent of the Investors Purchasers); provided, that such failure of the Closing to occur is not due to the failure of such Party to perform and comply in all material respects with the Companycovenants and agreements to be performed or complied with by such Party prior to the Closing.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) with respect to any Purchaser, by either the Investors mutual written consent of such Purchaser and the Company; (b) by any Purchaser (with respect to the obligations of such Purchaser) or the Company Company, upon written notice to the other party, if the Closing shall not have occurred by June 30, 2019 (on or prior to the "Outside Date")date that is 90 calendar days following the date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.1 7.1(b) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such datedate or the failure of a condition in Section 5 or Section 6 hereof to be satisfied at such time; (bc) by any Purchaser (with respect to the Investors obligations of such Purchaser) or the Company, upon written notice to the other party, in the event that a Governmental Authority has issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such order, decree, ruling, or other action has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose breach of any provision of this Agreement shall have been the cause of, or shall have resulted in, such order, decree, ruling, or other action; (d) by any Purchaser (with respect to the obligations of such Purchaser), upon written notice to the Company, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 6.25.1 and Section 5.2 hereof, Section 6.3 or Section 6.4 as applicable, would not be satisfied satisfied; and (ii) such breach or condition is not curable or, if curable, is not cured on or prior to the earlier (if curable) within ten days after delivery of (xsuch notice; provided that this Section 7.1(d) the date which shall only apply if such Purchaser is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date;not in material breach of any of its obligations under this Agreement; or (ce) by the Company Company, upon written notice to the Investorsany Purchaser, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Investors such Purchaser in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 7.2 or 6.1 and Section 7.3 6.2 hereof, as applicable, would not be satisfied and (ii) such breach or condition is not curable or, if curable, is not cured on or prior to the earlier (if curable) within ten days after delivery of (xsuch notice; provided that this Section 7.1(e) the date which is 30 days following written notice thereof is given by shall only apply if the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company is not in the event that material breach of any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the Companyits obligations under this Agreement.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) with respect to any Purchaser or any Selling Stockholder, by either the Investors mutual written consent of such Purchaser, the Selling Stockholder and the Company; (b) by any Purchaser (with respect to the obligations of such Purchaser), any Selling Stockholder (with respect to the obligations of such Selling Stockholder), or the Company Company, upon written notice to the other parties, if the Closing shall not have occurred by June 30, 2019 on or prior to the date that is ten (10) calendar days following the "Outside Date")date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.1 9.1(b) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such datedate or the failure of a condition in Section 6 or Section 7 hereof to be satisfied at such time; (bc) by any Purchaser (with respect to the Investors obligations of such Purchaser), any Selling Stockholder (with respect to the obligations of such Selling Stockholder), or the Company, upon written notice to the other parties, in the event that a Governmental Authority has issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such order, decree, ruling, or other action has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available to any party whose breach of any provision of this Agreement shall have been the cause of, or shall have resulted in, such order, decree, ruling, or other action; (d) by any Purchaser (with respect to the obligations of such Purchaser), upon written notice to the Selling Stockholders and the Company, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Selling Stockholders or the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 6.26.1 and Section 6.2 hereof, Section 6.3 or Section 6.4 as applicable, would not be satisfied satisfied; and (ii) such breach or condition is not curable or, if curable, is not cured on or prior to the earlier (if curable) within ten days after delivery of (xsuch notice; provided that this Section 9.1(d) the date which shall only apply if such Purchaser is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date;not in material breach of any of its obligations under this Agreement; or (ce) by the Company or any Selling Stockholder (with respect to the obligations of the Company or such Selling Stockholder, as applicable), upon written notice to the Investorsany Purchaser, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Investors such Purchaser in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 7.1 and Section 7.2 or Section 7.3 hereof, as applicable, would not be satisfied and (ii) such breach or condition is not curable or, cured (if curable) within ten days after delivery of such notice; provided that this Section 9.1(e) shall only apply if the Company or such Selling Stockholder, as applicable, is not cured on or prior to the earlier in material breach of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the Companyits obligations under this Agreement.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the ClosingClosing as follows: (a) by either the Investors or the Company if the Closing shall not have occurred by June 30, 2019 (the "Outside Date"); provided, however, that the right to terminate this Agreement under this Section 10.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure mutual written consent of the Closing to occur on or prior to such dateBuyer and Sellers; (b) automatically, if the Investors Bankruptcy Court enters an order approving an Alternative Transaction (unless Buyer has submitted a Buyer Backup Bid); (c) by either Party, upon written notice to the Companyother Party: (i) if the Closing has not occurred by 5:00 p.m., prevailing Eastern time, on the date that is 75 days after the Petition Date (the “Termination Date”), which date (x) shall be extended (by the same number of days) to the extent the Milestone set forth in Section 8.1(d)(ii)(E) is extended pursuant to the Bid Procedures Order, and (y) be extended by mutual agreement of the Parties; provided that if the Closing has not occurred on or before the Termination Date due to a material breach of any covenants or agreements contained in this Agreement by Buyer or Sellers so as to cause any of the conditions of the other Party set forth in ‎Section 7.1, ‎Section 7.2 or ‎Section 7.3, to not be satisfied, as applicable, then such breaching Party may not terminate this Agreement pursuant to this ‎Section 8.1(c)(i); (ii) if there is in effect a final non-appealable Order of a Governmental Entity of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions; provided, that the party so requesting termination shall have complied with ‎Section 6.3; (iii) if, other than as a result of a request by any Seller, the Bankruptcy Proceeding of any Seller is dismissed or converted to a case under Chapter 7 of the Bankruptcy Code or an order is entered by the Bankruptcy Court appointing a trustee or other Person for operation or administration of any of the Sellers or their Business or assets, or a responsible officer for any of the Sellers, or an examiner with enlarged power relating to the operation or administration of Sellers or its Business or assets; or (iv) if Buyer is not selected as a Successful Bidder or the Backup Bidder (but only if Buyer has submitted a Buyer Backup Bid) at the conclusion of the Auction; (d) by Buyer, upon written notice to Sellers: (i) in the event of (x) a willful breach of Sections 5.1(a), Section 5.1(b) or Section 5.2(a) by Sellers or (y) a material breach by Sellers of any representation or warranty or any other covenant or agreement contained in this Agreement that in the case of this clause (y) (A) would result in any of the conditions set forth in Section 7.1 or Section 7.2 not being satisfied if such breach remained uncured as of the Closing, and (B) such breach is incapable of being cured prior to the Termination Date or, if there capable of being cured, such breach has not been a cured within 30 days after the giving of written notice by Buyer to Sellers of such breach; provided that Buyer is not then in material breach of any representation, warranty, covenant or agreement made by the Company contained in this Agreement, or any such representation and warranty shall ; (ii) in the event Sellers have become untrue after not (A) commenced the date Bankruptcy Proceeding within one day of execution of this Agreement, such that any (B) filed the Bid Procedures Motion within one day of the conditions set forth Petition Date, (C) obtained entry of the Bid Procedures Order within 23 days following the Petition Date, (D) conducted and concluded the Auction within 60 days following the Petition Date, or (E) obtained entry of the Sale Order within 65 days of the Petition Date (each of the foregoing (A)-(E), a “Milestone”); provided that, in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable oreach case, if curable, is not cured Sellers have failed to meet a Milestone on or prior to the earlier date set forth herein, Sellers shall have five Business Days to meet such Milestone after the giving of (x) the date which is 30 days following written notice thereof is given by the Investors Buyer to Sellers that such Milestone was not met; provided further that, to the Company and (y) extent any such Milestone is extended pursuant to the Outside DateBid Procedures Order, such Milestone shall be deemed to be extended hereunder; (ciii) if, following entry of the Bid Procedures Order or the Sale Order, any provision of either the Bid Procedures Order or Sale Order is amended, modified or supplemented without Buyer’s prior written consent or is voided, reversed or vacated; provided, that should the Bid Procedures Order or Sale Order be reversed, termination of this Agreement is subject to the Seller’s rights to appeal to a higher court; provided, further, the immediately preceding proviso is subject to Buyer’s other rights of termination set forth herein; provided, further, that if the Bid Procedures Order is voided post-Closing, the Transactions will remain consummated; or (iv) if (A) any Seller seeks to have the Bankruptcy Court enter an Order (I) dismissing, or converting into cases under Chapter 7 of the Bankruptcy Code, any of the cases commenced by Sellers under Chapter 11 of the Bankruptcy Code and comprising part of the Bankruptcy Proceeding, or (II) appointing a trustee in the Bankruptcy Proceeding or appointing a responsible officer or an examiner with enlarged powers (other than a fee examiner) relating to the operation of any Seller’s business pursuant to Section 1104 of the Bankruptcy Code, or (B) such an order of dismissal, conversion or appointment is entered for any reason and is not reversed or vacated within 14 days after the entry thereof; or (e) by the Company Sellers, upon written notice to Buyer: (i) in the Investorsevent of a breach by Buyer of any representation or warranty or any covenant or agreement contained in this Agreement, if there (A) such breach would result in a failure of a condition set forth in ‎Section 7.1 or ‎Section 7.3 to be satisfied if such breach remained uncured as of the Closing, and (B) such breach is incapable of being cured prior to the Termination Date or, if capable of being cured, such breach has not been a cured within 30 days after the giving of written notice by Sellers to Buyer of such breach; provided that Sellers are not then in material breach of any representation, warranty, covenant or agreement made by the Investors contained in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any ; (ii) if (A) all of the conditions set forth in Section 7.1 and Section 7.2 have been satisfied or waived (other than those that, by their nature, are to be satisfied at the Closing, all of which are capable of being satisfied at the Closing), (B) Sellers have irrevocably confirmed by written notice to Buyer that (1) all conditions set forth in Section 7.3 would not have been satisfied (other than those that, by their nature, are to be satisfied at the Closing, each of which is capable of being satisfied at the Closing) or that they would be willing to waive any unsatisfied conditions in Section 7.3 at the Closing, and such breach or condition is not curable or(2) they are ready, if curable, is not cured on or prior willing and able to consummate the earlier of Closing and (xC) Buyer fails to consummate the Closing within three (3) Business Days following the date which is 30 days following written notice thereof is given by the Company Closing should have occurred pursuant to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealableSection 2.3; or (eiii) if Sequential’s board of directors, based on the advice of outside legal counsel, determines that proceeding with the transactions contemplated by the mutual written consent of the Investors and the Companythis Agreement or failing to terminate this Agreement would be inconsistent with its or such Person’s or body’s fiduciary duties or applicable law.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) with respect to any Purchaser, by either the Investors mutual written consent of such Purchaser and the Company; (b) by any Purchaser (with respect to the obligations of such Purchaser) or the Company Company, upon written notice to the other party, if the Closing shall not have occurred by June 30, 2019 on or prior to the date that is five (5) business days following the "Outside Date")date of this Agreement; provided, however, that the right to terminate this Agreement under this Section 10.1 7.1(b) shall not be available to any party whose failure to fulfill breach of any obligation under provision of this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such datedate or the failure of a condition in Section 5 or Section 6 hereof to be satisfied at such time; (bc) by any Purchaser (with respect to the Investors obligations of such Purchaser) or the Company, upon written notice to the other party, in the event that a Governmental Authority has issued an order, decree, or ruling or taken any other action permanently restraining, enjoining, or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and such order, decree, ruling, or other action has become final and nonappealable; provided, however, that the right to terminate this Agreement under this Section 7.1(c) shall not be available to any party whose breach of any provision of this Agreement shall have been the cause of, or shall have resulted in, such order, decree, ruling, or other action; (d) by any Purchaser (with respect to the obligations of such Purchaser), upon written notice to the Company, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 6.25.1 and Section 5.2 hereof, Section 6.3 or Section 6.4 as applicable, would not be satisfied satisfied; and (ii) such breach or condition is not curable or, if curable, is not cured on or prior to the earlier (if curable) within ten days after delivery of (xsuch notice; provided that this Section 7.1(d) the date which shall only apply if such Purchaser is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date;not in material breach of any of its obligations under this Agreement; or (ce) by the Company Company, upon written notice to the Investorsany Purchaser, if (i) there has been a breach of any representation, warranty, covenant covenant, or agreement made by the Investors such Purchaser in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions to Closing set forth in Section 7.2 or 6.1 and Section 7.3 6.2 hereof, as applicable, would not be satisfied and (ii) such breach or condition is not curable or, if curable, is not cured on or prior to the earlier (if curable) within ten days after delivery of (xsuch notice; provided that this Section 7.1(e) the date which is 30 days following written notice thereof is given by shall only apply if the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company is not in the event that material breach of any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the Companyits obligations under this Agreement.

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) By Ceding Company in writing, without liability (except as provided in Section 10.2), if Reinsurer shall (i) fail to perform in any material respect its agreements contained herein required to be performed by either it prior to the Investors date of such termination, or (ii) materially breach any of its representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after Ceding Company has notified Reinsurer in writing of its intent to terminate this Agreement pursuant to this Section 10.1(a). (b) By Reinsurer in writing, without liability (except as provided in Section 10.2), if Ceding Company shall (i) fail to perform in any material respect its agreements contained herein required to be performed by them prior to the date of such termination, or (ii) materially breach any of its representations or warranties contained herein so as to cause a condition to closing to be incapable of satisfaction, which failure or breach is not cured within thirty (30) days after Reinsurer has notified Ceding Company of its intent to terminate this Agreement pursuant to this Section 10.1 (b). (c) By Reinsurer or Ceding Company if the Closing shall has not have occurred by June 30on or before July 26, 2019 (2007 and the "Outside Date"); provided, however, that the right party seeking to terminate this Agreement under is not in material breach or default of any provisions of this Section 10.1 shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to such date;Agreement. (bd) the Investors upon written notice to the CompanyBy Reinsurer or Ceding Company in writing, if there has been a breach shall be any Order of any representation, warranty, covenant Governmental Entity which prohibits or agreement made by restrains Reinsurer or Ceding Company from consummating the Company in this Agreement, or transactions contemplated hereby. (e) At any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured time on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given Closing Date, by the Investors to the Company and (y) the Outside Date; (c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of Ceding Company and Reinsurer. Notwithstanding any other provision of this Agreement to the Investors and contrary, this Agreement may not be terminated after the CompanyClosing, except as permitted under Section 10.3(c).

Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to the Closing: (a) by either the Investors Investor or the Company Company, by written notice to the other party, if the Closing shall not have occurred by June 30, 2019 the 90th calendar day following the date of this Agreement (the "“Outside Date"”); provided, however, that in the event the Investor delivers to the Company a Delay Notice, for purposes of this Section 9.1(a), the Outside Date shall be deemed to be the close of business on the third business day following the Delayed Closing Date set forth in the Delay Notice; and provided further, however, that the right to terminate this Agreement under this Section 10.1 9.1(a) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have has been the substantial or primary cause of, or shall have resulted in, the failure of the Closing to occur on or prior to before such date;. (b) by either the Investors upon Investor or the Company, by written notice to the Companyother party, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; (c) by the Company upon written notice to the Investors, if there has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreement, or any such representation and warranty shall have become untrue after the date of this Agreement, such that any of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and such order, decree, ruling or other action shall have become final and nonappealable; ornonappealable . (ec) by the mutual written consent of the Investors Investor and the Company; (d) by the Investor, by written notice to the Company, if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6 and (ii) has not been waived by the Investor or is incapable of being cured prior to the termination date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the termination date) following receipt by the Company of written notice of such breach or failure to perform from the Investor; provided that the Investor shall not have the right to terminate this Agreement pursuant to this Section 9.1(d) if it is then in breach of this Agreement in a manner that would cause any of the conditions in Section 7 to not be satisfied; (e) by the Company, by written notice to the Investor, if the Investor shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 7 and (ii) is incapable of being cured prior to the termination date, or if capable of being cured, shall not have been cured within thirty (30) calendar days (but in no event later than the termination date) following receipt by the Investor of written notice of such breach or failure to perform from the Company; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 9.1(e) if it is then in breach of this Agreement in a manner that would cause any of the conditions in Section 6 to not be satisfied; (f) by the Company, following the IL Termination, if any; or (g) by notice given by the Investor to the Company of the non-satisfaction of the condition set forth in Section 6.8.

Termination of Agreement Prior to Closing. This Agreement may be terminated and the sale and transfer of the Shares contemplated hereby may be abandoned at any time prior to the Closing: (a) by the mutual written consent of the Seller and the Purchaser; (b) by either (i) the Purchaser if there shall have been a material breach of any of the representations, warranties, covenants or agreements of the Seller contained in this Agreement or (ii) the Seller if there shall have been a material breach of any of the representations, warranties, covenants or agreements of any of the Purchaser Parties contained in this Agreement, in either case, only if (A) such breach would result in the failure to satisfy one or more of the conditions set forth in Section 5.01 (in the case of a breach by the Seller) or Section 5.02 (in the case of a breach by any of the Purchaser Parties) and (B) such breach (1) by its nature is not capable of being cured or (2) shall not have been cured within 30 days after written notice thereof shall have been given by the terminating party to the party or parties alleged to be in breach; or (c) by either the Investors Purchaser, on the one hand, or the Company Seller, on the other hand, if the Closing shall not have occurred by June 30prior to the close of business on December 12, 2019 (the "Outside Date")2001; provided, however, that (i) the right to terminate this Agreement under this Section 10.1 paragraph (c) shall not be available to the Purchaser if any party whose failure to fulfill breach of the representations, warranties, covenants or agreements of any obligation under of the Purchaser Parties contained in this Agreement shall have has been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to before the close of business on such date; date and (bii) the Investors upon written notice right to the Company, if there has been a breach of any representation, warranty, covenant or agreement made by the Company in terminate this Agreement, or any such representation and warranty shall have become untrue after the date of Agreement under this Agreement, such that any of the conditions set forth in Section 6.2, Section 6.3 or Section 6.4 would not be satisfied and such breach or condition is not curable or, if curable, is not cured on or prior to the earlier of (x) the date which is 30 days following written notice thereof is given by the Investors to the Company and (y) the Outside Date; paragraph (c) by the Company upon written notice shall not be available to the InvestorsSeller if any breach of the representations, if there warranties, covenants or agreements of the Seller contained in this Agreement has been a breach of any representation, warranty, covenant or agreement made by the Investors in this Agreementcause of, or any such representation and warranty shall have become untrue after resulted in, the date of this Agreement, such that any failure of the conditions set forth in Section 7.2 or Section 7.3 would not be satisfied and such breach or condition is not curable or, if curable, is not cured Closing to occur on or prior to before the earlier close of (x) the date which is 30 days following written notice thereof is given by the Company to the Investors and (y) the Outside Date; (d) by either the Investors or the Company in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Transactions and business on such order, decree, ruling or other action shall have become final and nonappealable; or (e) by the mutual written consent of the Investors and the Companydate.