Common use of Termination upon Company Breach Clause in Contracts

Termination upon Company Breach. by Parent, upon written notice to the Company, at any time prior to the Acceptance Time, if a breach of any representation or warranty in Article 4 or failure to perform any covenant or obligation contained in this Agreement on the part of the Company shall have occurred that would cause a failure of any of the conditions set forth in clauses 1(e) (Representations and Warranties) and 1(f) (Covenants) of Annex I to exist; provided, however, that, for purposes of this Section 8.1(f), if such a breach is curable by the Company by the earlier of (i) the End Date and (ii) thirty (30) days following the date on which Parent gives the Company notice of such breach, then Parent may not terminate this Agreement under this Section 8.1(f) on account of such breach unless such breach shall remain uncured by such earlier date; provided further, however, that Parent shall not be entitled to terminate this Agreement pursuant to this Section 8.1(f) if either Parent or Merger Sub is in material breach of its obligations under this Agreement such that the Company would be entitled to terminate this Agreement pursuant to Section 8.1(h);