Common use of Termination of Transactions Clause in Contracts

Termination of Transactions. The provisions of this Agreement relating to (and only to the extent relating to) the consummation of the Transactions may be terminated at any time prior to the Closing: (a) by mutual written consent of the Seller and the Purchaser; (b) by either the Seller or the Purchaser if any court of competent jurisdiction shall have issued an Order, decree or ruling or taken any other action restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Transactions and such Order, decree, ruling or other action shall have become final and nonappealable; provided, that the Party so requesting termination shall have used its reasonable best efforts in accordance with Section 7.2(a) to have such Order, decree, ruling or other action vacated; (c) by the Purchaser in the event of a failure of the Seller’s representations, as set forth in Article IV (other than Section 4.7), to be true and correct or a material breach by the Seller or a Seller Party of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 or Section 8.3 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Purchaser to the Seller; (d) by the Seller in the event of a failure of the Purchaser’s representations, as set forth in Article V (other than Section 5.5) or the Management Holdcos’ representations, as set forth in Article VI (other than Section 6.5), to be true and correct or a material breach by the Purchaser of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 or Section 8.2 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Seller to the Purchaser; or (e) by either the Seller or the Purchaser if the Closing has not occurred by the 180th day following the date hereof; provided, that the Party so requesting termination shall not have breached any provision of this Agreement in a manner that primarily caused the failure of the Closing to occur by such date. The Party seeking to terminate such provisions of this Agreement pursuant to this Section 10.1 (other than Section 10.1(a)) shall give prompt written notice of such termination to each other Party.

Termination of Transactions. The provisions of this Agreement relating to (and only to the extent relating to) the consummation of the Transactions may be terminated at any time prior to the Closing: (a) by mutual written consent of the Seller JD Group and the PurchaserJD Finance; (b) by either the Seller JD Group or the Purchaser JD Finance if any court of competent jurisdiction shall have issued an Order, decree or ruling or taken any other action restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Transactions and such Order, decree, ruling or other action shall have become final and nonappealable; providedprovided , that the Party so requesting termination shall have used its reasonable best efforts in accordance with Section 7.2(a8.2(a) to have such Order, decree, ruling or other action vacated; (c) by the Purchaser JD Finance in the event of a failure of the SellerJD Group’s representations, as set forth in Article IV (other than Section 4.7), to be true and correct or a material breach by the Seller JD Group, JD HK Company or a Seller Party Suqian Yitong of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 9.1 or Section 8.3 9.3 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Purchaser JD Finance to the SellerJD Group; (d) by the Seller JD Group in the event of a failure of the PurchaserJD Finance’s representations, as set forth in Article V (other than Section 5.5) or the Management Holdcos’ Founder Holdco’s representations, as set forth in Article VI VII (other than Section 6.57.4 ), to be true and correct or a material breach by the Purchaser JD Finance of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 9.1 or Section 8.2 9.2 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Seller JD Group to the PurchaserJD Finance; or (e) by either the Seller JD Group or the Purchaser JD Finance if the Closing has not occurred by the 180th day following the date hereof; providedprovided , that the Party so requesting termination shall not have breached any provision of this Agreement in a manner that primarily caused the failure of the Closing to occur by such date. The Party seeking to terminate such provisions of this Agreement pursuant to this Section 10.1 11.1 (other than Section 10.1(a)11.1(a) ) shall give prompt written notice of such termination to each other Party.

Termination of Transactions. The provisions of this Agreement relating to (and only to the extent relating to) the consummation of the Transactions any or all of the transactions contemplated by this Agreement may be terminated at any time prior to the Closing, as applicable: (a) by mutual written consent of the Seller and the Purchaser; (b) by either the Seller or the Purchaser if any court of competent jurisdiction shall have issued an Order, decree or ruling or taken any other action restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Transactions and such Order, decree, ruling or other action shall have become final and nonappealable; provided, that the Party so requesting termination shall have used its reasonable best efforts in accordance with Section 7.2(a) to have such Order, decree, ruling or other action vacated; (c) by the Purchaser in the event of a failure of the Seller’s representations, as set forth in Article IV (other than Section 4.7), to be true and correct or a material breach by the Seller or a Seller Party of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 or Section 8.3 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Purchaser to the Seller; (d) by the Seller in the event of a failure of the Purchaser’s representations, as set forth in Article V (other than Section 5.5) or the Management Holdcos’ representations, as set forth in Article VI (other than Section 6.5), to be true and correct or a material breach by the Purchaser of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 or Section 8.2 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Seller to the Purchaser; or (e) by either the Seller or the Purchaser if the Closing has not occurred by the 180th day following the date hereof; provided, that the Party so requesting termination shall not have breached any provision of this Agreement in a manner that primarily caused the failure of the Closing to occur by such date. The Party seeking to terminate such provisions of this Agreement pursuant to this Section 10.1 (other than Section 10.1(a)) shall give prompt written notice of such termination to each other Party.

Termination of Transactions. The provisions of this Agreement relating to (and only to the extent relating to) the consummation of the Transactions may be terminated at any time prior to the Closing: (a) by mutual written consent of the Seller JD Group and the PurchaserJD Finance; (b) by either the Seller JD Group or the Purchaser JD Finance if any court of competent jurisdiction shall have issued an Order, decree or ruling or taken any other action restraining, enjoining, making illegal or otherwise prohibiting the consummation of any of the Transactions and such Order, decree, ruling or other action shall have become final and nonappealable; provided, that the Party so requesting termination shall have used its reasonable best efforts in accordance with Section 7.2(a8.2(a) to have such Order, decree, ruling or other action vacated; (c) by the Purchaser JD Finance in the event of a failure of the SellerJD Group’s representations, as set forth in Article IV (other than Section 4.7)IV, to be true and correct or a material breach by the Seller JD Group, JD HK Company or a Seller Party Suqian Yitong of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 9.1 or Section 8.3 9.3 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Purchaser JD Finance to the SellerJD Group; (d) by the Seller JD Group in the event of a failure of the PurchaserJD Finance’s representations, as set forth in Article V (other than Section 5.5) or the Management Holdcos’ Founder Holdco’s representations, as set forth in Article VI VII (other than Section 6.57.4), to be true and correct or a material breach by the Purchaser JD Finance of its obligations or agreements hereunder, in each case that would cause a condition set forth in Section 8.1 9.1 or Section 8.2 9.2 not to be satisfied, which failure or breach remains uncured for sixty (60) days following written notice thereof by the Seller JD Group to the PurchaserJD Finance; or (e) by either the Seller JD Group or the Purchaser JD Finance if the Closing has not occurred by the 180th day following the date hereof; provided, that the Party so requesting termination shall not have breached any provision of this Agreement in a manner that primarily caused the failure of the Closing to occur by such date. The Party seeking to terminate such provisions of this Agreement pursuant to this Section 10.1 11.1 (other than Section 10.1(a11.1(a)) shall give prompt written notice of such termination to each other Party.