Common use of Termination Prior to the Closing Clause in Contracts

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of Investor and the Company; (b) by Investor or the Company, upon written notice to the other Party, if the Closing shall not have been consummated on or prior to the date that is ninety (90) days after the date hereof (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(b) shall not be available to any Party whose breach of any provision of this Agreement results in or causes the failure of the Closing to occur by such time; (c) by Investor or the Company, upon written notice to the other Party, if a Governmental Authority of competent jurisdiction has issued an Order or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and such Order has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any Party whose breach of any provision of this Agreement results in or causes such Order or other action; (d) by Investor or the Company, upon written notice to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its terms; (e) by Investor, upon written notice to the Company, if (i) there has been a breach of any representation, warranty, covenant or agreement made by the Company in this Agreement, such that the conditions to Closing set forth in Section 1.3(a) would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(e) shall only apply if Investor is not in material breach of any of its obligations under this Agreement; or (f) by the Company, upon written notice to Investor, if (i) there has been a breach of any representation, warranty, covenant or agreement made by Investor in this Agreement, such that the conditions to Closing set forth in Section 1.3(b) would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(f) shall only apply if the Company is not in material breach of any of its obligations under this Agreement.

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this This Agreement may be terminated at any time prior to the ClosingClosing as set forth below: (a) by the mutual written consent of Investor Buyer and the CompanySeller Representative; (b) by Investor either the Seller Representative or the Company, upon written notice to the other Party, Buyer if the Closing shall not have been consummated on or prior to the date that is ninety (90) days after the date hereof by October 21, 2018 (the “Termination End Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 5.1(b12.1(b) shall not be available to any Party party whose breach of any provision of this Agreement results action or failure to act has been a principal cause of, or resulted in or causes the failure of of, the Closing to occur by on or before such timedate and such action or failure to act constitutes a breach of this Agreement; (c) by Investor either the Seller Representative or the Company, upon written notice to the other PartyBuyer, if a Governmental Authority of competent jurisdiction has shall have issued an Order any Law or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation Closing, which Law is final and nonappealable, as applicable; (d) by the Seller Representative, upon a breach of any representation, warranty or covenant set forth in this Agreement by Buyer, such that the conditions set forth in Section 10.1 or Section 10.2 would not be satisfied as of the transactions contemplated time of such breach; provided that if such breach by Buyer is curable prior to the End Date through the exercise of reasonable efforts, then the Seller Representative may not terminate this Agreement or under this Section 12.1(d) prior to 20 Business Days following the other Transaction Documents, and receipt of written notice from the Seller Representative to Buyer of such Order has become final and non-appealable; provided, however, breach (it being understood that the right to Seller Representative may not terminate this Agreement pursuant to this Section 5.1(c12.1(d) shall not if (i) such breach by Buyer is cured such that such conditions would then be available to satisfied or (ii) the Company or any Party whose Seller or Additional Seller is in breach of any provision of this Agreement results such that the conditions set forth in Section 9.1 or causes such Order or other action; (d) by Investor or the Company, upon written notice to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its terms;Section 9.2 would not be satisfied); or (e) by InvestorBuyer, upon written notice to the Company, if (i) there has been a breach of any representation, warranty, warranty or covenant or agreement made set forth in this Agreement by the Company in this Agreementor any Seller or Additional Seller , such that the conditions to Closing set forth in Section 1.3(a) 9.1 or Section 9.2 would not be satisfied and (ii) as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided that if such breach is curable by the Company or any Seller, as applicable, prior to the End Date through the exercise of reasonable efforts, then Buyer may not cured (if curableterminate this Agreement under this Section 12.1(e) within ten (10) days after delivery prior to twenty Business Days following the receipt of written notice from Buyer to the Seller Representative of such notice; provided breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 5.1(e12.1(e) shall only apply if Investor is not in material breach of any of its obligations under this Agreement; or (f) by the Company, upon written notice to Investor, if (i) there has been a such breach by the Seller Representative and any Seller, as applicable, is cured such that such conditions would then be satisfied or (ii) Buyer is in breach of any representation, warranty, covenant or agreement made by Investor in this Agreement, Agreement such that the conditions to Closing set forth in Section 1.3(b) 10.1 or Section 10.2 would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(f) shall only apply if the Company is not in material breach of any of its obligations under this Agreementsatisfied).

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this This Agreement may be terminated at any time prior to the Closing, by action taken or authorized by the board of directors or any authorized committee thereof of the terminating Party or Parties: (a) by the mutual written consent of Investor each of Purchaser and the Company; (b) by Investor either the Company or the Company, upon written notice to the other Party, Purchaser if the Closing Share Purchase shall not have been consummated by 11:59 p.m. on January 31, 2025 (the “End Date”) or such later date as the Company and Purchaser may agree upon in writing as the End Date; provided, that the right to terminate this Agreement under this Section 7.4(b) shall not be available to any Party whose failure to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the date that Closing was the proximate cause of the failure of the Share Purchase to occur on or before the End Date; (c) by either the Company or Purchaser if a Governmental Authority shall have issued or enacted any Legal Requirement or taken any other Action, in any case, having the effect of permanently restraining, enjoining or otherwise prohibiting the Share Purchase, which Legal Requirement is ninety (90) days after the date hereof (the “Termination Date”)final and non-appealable, as applicable; provided, however, that the right to terminate this Agreement pursuant to under this Section 5.1(b‎Section 7.4(c) shall not be available to any Party whose breach of failure to perform or comply with any provision of this Agreement results in or causes the failure of the Closing covenants, agreements or conditions hereof to occur be performed or complied with by such time; (c) by Investor or the Company, upon written notice it prior to the other Party, if a Governmental Authority Closing was the proximate cause of competent jurisdiction has issued an Order such Legal Requirement or any other action permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement or the other Transaction Documents, and such Order has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(c) shall not be available to any Party whose breach of any provision of this Agreement results in or causes such Order or other actionAction; (d) by Investor or the Company, upon written notice a breach, inaccuracy in or failure to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its terms; (e) by Investor, upon written notice to the Company, if (i) there has been a breach perform of any representation, warranty, covenant or agreement made by the Company set forth in this AgreementAgreement by Purchaser such that, if such that breach were not cured at or before the Closing, the conditions to Closing set forth in Section 1.3(a7.1(c)(i) would not be satisfied and (iior fulfilled; provided that if such breach, inaccuracy or failure to perform is curable by Purchaser prior to the End Date, then the Company may not terminate this Agreement under this Section 7.4(d) unless such breach breach, inaccuracy or failure to perform is not cured within thirty (if curable) within ten (1030) days after delivery following the receipt of such notice; provided written notice from the Company to Purchaser (it being understood that the Company may not terminate this Agreement pursuant to this Section 5.1(e7.4(d) if such breach by Purchaser is cured such that such conditions set forth in Section 7.1(c)(i) would then be satisfied or fulfilled); provided, further, that the right to terminate this Agreement under this Section 7.4(d) shall only apply not be available if Investor the Company is not then in material breach of any provision of its obligations under this AgreementAgreement and such material breach by the Company would give rise to the failure of any of the conditions specified in Section 7.1; or (fe) by the CompanyPurchaser, upon written notice a breach, inaccuracy in or failure to Investor, if (i) there has been a breach perform of any representation, warranty, covenant or agreement made by Investor set forth in this AgreementAgreement by the Company or the Sellers such that, if such that breach were not cured at or before the Closing, the conditions to Closing set forth in Section 1.3(b7.1(b)(i) would not be satisfied and (iior fulfilled; provided that if such breach, inaccuracy or failure to perform is curable by the Company or the Sellers, as applicable, prior to the End Date, then Purchaser may not terminate this Agreement under this Section 7.4(e) unless such breach breach, inaccuracy or failure to perform is not cured within thirty (if curable) within ten (1030) days after delivery following the receipt of such notice; provided written notice from Purchaser to the Company or the Sellers (as applicable) (it being understood that Purchaser may not terminate this Agreement pursuant to this Section 5.1(f7.4(e) if such breach by the Company or the Sellers is cured such that such conditions set forth in Section 7.1(b)(i) would then be satisfied or fulfilled); provided, further, that the right to terminate this Agreement under this Section 7.4(e) shall only apply not be available if the Company Purchaser or Parent is not then in material breach of any provision of its obligations under this AgreementAgreement and such material breach by the Purchaser or Parent would give rise to the failure of any of the conditions specified in Section 7.1.

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this This Agreement may be terminated at any time prior to the ClosingClosing as set forth below: (a) by the mutual written consent of Investor Buyer and the CompanyXxxx; (b) by Investor either Xxxx or the Company, upon written notice to the other Party, Buyer if the Closing shall not have been consummated on or prior to the date that is ninety (90) days after the date hereof by March 31, 2021 (the “Termination End Date”); provided, however, provided that the right to terminate this Agreement pursuant to under this Section 5.1(b11.1(b) shall not be available to any Party party whose breach of any provision of this Agreement results action or failure to act has been a principal cause of, or resulted in or causes the failure of of, the Closing to occur by on or before such timedate and such action or failure to act constitutes a breach of this Agreement; (c) by Investor either Xxxx or the Company, upon written notice to the other PartyBuyer, if a Governmental Authority of competent jurisdiction has shall have issued an Order any Law or taken any other action (including the failure to have taken an action), in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the consummation Closing, which Law is final and nonappealable, as applicable; (d) by Xxxx, upon a breach of any representation, warranty or covenant set forth in this Agreement by Buyer, such that the conditions set forth in Section 9.1 or Section 9.2 would not be satisfied as of the transactions contemplated time of such breach; provided that if such breach by Buyer is curable prior to the End Date through the exercise of reasonable efforts, then Xxxx may not terminate this Agreement or under this Section 11.1(d) prior to 20 Business Days following the other Transaction Documents, and receipt of written notice from Xxxx to Buyer of such Order has become final and non-appealable; provided, however, breach (it being understood that the right to Xxxx may not terminate this Agreement pursuant to this Section 5.1(c11.1(d) shall not if (i) such breach by Buyer is cured before the end of such 20 Business Day period such that such conditions would then be available to satisfied or (ii) Xxxx, any Party whose Seller or any Company Member is in breach of any provision of this Agreement results such that the conditions set forth in Section 8.1 or causes such Order or other action; (d) by Investor or the Company, upon written notice to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its terms;Section 8.2 would not be satisfied); or (e) by InvestorBuyer, upon written notice to the Company, if (i) there has been a breach of any representation, warranty, warranty or covenant or agreement made by the Company set forth in this AgreementAgreement by Xxxx, any Seller or any Company Member, such that the conditions to Closing set forth in Section 1.3(a) 8.1 or Section 8.2 would not be satisfied and (ii) as of the time of such breach or as of the time such representation or warranty shall have become untrue; provided that if such breach is curable by Xxxx, any Seller or any Company Member, as applicable, prior to the End Date through the exercise of reasonable efforts, then Buyer may not cured (if curableterminate this Agreement under this Section 11.1(e) within ten (10) days after delivery prior to 20 Business Days following the receipt of written notice from Buyer to Xxxx of such notice; provided breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 5.1(e11.1(e) shall only apply if Investor is not in material breach of any of its obligations under this Agreement; or (f) by the Company, upon written notice to Investor, if (i) there has been a such breach by Xxxx, any Seller or any Company Member is cured before the end of such 20 Business Day period such that such conditions would then be satisfied or (ii) Buyer is in breach of any representation, warranty, covenant or agreement made by Investor in this Agreement, Agreement such that the conditions to Closing set forth in Section 1.3(b) 9.1 or Section 9.2 would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(f) shall only apply if the Company is not in material breach of any of its obligations under this Agreementsatisfied).

Termination Prior to the Closing. Notwithstanding any other provision of this Agreement, this This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent agreement of Investor Xxxxxx and the CompanyXxxxx; (b) by Investor Seller or the CompanyBuyer, upon by written notice to the other Party, if the Closing shall has not have been consummated occurred by 11:59 p.m., Eastern Time, on or prior to the date that is ninety (90) days after the date hereof [***] (the “Termination Outside Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 5.1(b11.1(b) shall not be available to any Party whose breach of any provision of representation, warranty, covenant or agreement set forth in this Agreement results in has been the cause of, or causes the failure of resulted in, the Closing not occurring prior to occur by such timethe Outside Date; (c) subject to Section 11.2(b) below, by Investor Seller or Buyer upon the Companyoccurrence of a Study Termination Event; (d) by Seller, upon by written notice to Buyer, if, after the other Partydate on which Buyer delivers the Option Exercise Notice, if a Governmental Authority Buyer shall have breached any of competent jurisdiction has issued an Order its representations or warranties or failed to comply with any other action permanently enjoining of its covenants or otherwise prohibiting agreements contained in this Agreement, which breach or failure (i) would give rise to the consummation failure of the transactions contemplated conditions set forth in Section 10.2(a) or Section 10.2(b) and (ii) is incapable of being cured, or is not cured, by this Agreement Buyer within [***] following receipt of written notice of such breach or the other Transaction Documents, and such Order has become final and non-appealablefailure to comply from Seller; provided, however, that the right to terminate this Agreement pursuant to under this Section 5.1(c11.1(d) shall not be available to Seller if Seller has breached any Party whose breach of its representations or warranties or failed to comply with any provision of its covenants or agreements contained in this Agreement results in or causes such Order or other action; (d) by Investor or the Company, upon written notice to the other Party, if the Pioneer Merger Agreement has been duly terminated in accordance with its termsany material respect; (e) by InvestorBuyer, upon by written notice to Seller, if, after the Companydate on which Buyer delivers the Option Exercise Notice, if (i) there has been a breach Seller shall have breached any of its representations or warranties or failed to comply with any representation, warranty, covenant of its covenants or agreement made by the Company agreements contained in this Agreement, such that which breach or failure (i) would give rise to the failure of the conditions to Closing set forth in Section 1.3(a10.3(a) would not be satisfied or Section 10.3(b) and (ii) is incapable of being cured, or is not cured, by Seller within [***] following receipt of written notice of such breach is not cured (if curable) within ten (10) days after delivery of such noticeor failure to comply from Buyer; provided provided, however, that the right to terminate this Agreement under this Section 5.1(e11.1(e) shall only apply not be available to Buyer if Investor is not in material breach of Buyer has breached any of its obligations under representations or warranties or failed to comply with any of its covenants or agreements contained in this Agreement; orAgreement in any material respect; (f) by the Companyeither Seller or Buyer, upon by written notice to Investorthe other, in the event that any final and non-appealable Adverse Law or Order is issued by a Governmental Authority; (g) by Xxxxx, by written notice to Seller, at any time prior to the delivery of the Option Exercise Notice, if Buyer shall determine in its sole discretion that it does not wish to exercise the Option; or (ih) there by either Seller or Buyer, by written notice to the other, if Xxxxx has been a breach not delivered the Option Exercise Notice to Seller by the end of any representation, warranty, covenant or agreement made by Investor in this Agreement, such that the conditions Option Period (as the Option Period may be extended pursuant to Closing set forth in Section 1.3(b) would not be satisfied and (ii) such breach is not cured (if curable) within ten (10) days after delivery of such notice; provided that this Section 5.1(f) shall only apply if the Company is not in material breach of any of its obligations under this Agreement2.4(c)).