Common use of Termination Without Breach Clause in Contracts

Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing: (a) by mutual written agreement of Buyer and Shareholders’ Agent; or (b) by either Buyer or Shareholders’ Agent in the event the Closing shall not have occurred on or before September 30, 2004, or such other date as Buyer and Shareholders’ Agent shall agree upon in writing, provided that such date shall be extended for a period not to exceed sixty (60) calendar days to the extent necessary to obtain required approvals of Governmental Entities; or (c) by either Buyer or Shareholders’ Agent in the event any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactions; or (d) by Buyer in the event any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, sale or holding separate of any of Buyer’s or its Affiliates’ (including, for this purpose, Company’s) assets, businesses or properties, the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, Company); or (e) by Buyer pursuant to the provisions of Section 10.6; provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6), then that Party may not terminate this Agreement pursuant to Section 12.1(b).

Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing: (ai) by mutual written agreement of Buyer and the Shareholders’ Agent; or (bii) by either Buyer or the Shareholders’ Agent in the event the Closing shall not have occurred on or before September 30July 31, 20042013, or such other date as Buyer and the Shareholders’ Agent shall agree upon in writing, provided that such date may be extended, upon written notice from Buyer, if Buyer determines that if the Closing occurs on or before such date, Buyer would not reasonably be able to complete required financial statements in accordance with deadlines applicable to Buyer, provided that such extension by Buyer shall be extended for a period not to exceed sixty (60) calendar days to the extent necessary to obtain required approvals of Governmental Entitiesterminate on August 15, 2013; or (ciii) by either Buyer or the Shareholders’ Agent in the event if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, nonappealable Order or Orderany Law, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactionsthe transactions contemplated hereby; or (div) by Buyer in the event if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, nonappealable Order or Orderany Law, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, license, sale or holding separate of any of Buyer’s or its Affiliates’ (including, for this purpose, Company’sthe Companies’) assets, businesses or properties, the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, Companythe Companies); or; (ev) by Buyer Buyer, within two (2) weeks of the Execution Date, if Buyer’s customer due diligence investigation pursuant to Section 7(g) indicates that, in Buyer’s reasonable good faith determination, the provisions identified customers of Section 10.6; the Companies have experienced customer service, customer support, product quality or similar issues with the Companies which would result in a negative impact upon such customer’s prospects for future or continued business with Companies. (vi) provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representationsprovided, warrantieshowever, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6), then that Party Buyer may not terminate this Agreement pursuant to Section 12.1(b)11(a)(i) if Buyer, and the Shareholders’ Agent may not terminate this Agreement pursuant to Section 11(a)(i) if any Shareholder, is in material breach of this Agreement.

Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing: (a) by mutual written agreement of Buyer and Shareholders’ Agent; orSeller; (b) by either Buyer or Shareholders’ Agent Seller in the event the Closing shall not have occurred on or before September 3028, 20042018, or such other later date as Buyer and Shareholders’ Agent Seller shall agree upon in writingwriting (the “Termination Date”); provided, provided however, that such date shall be extended Buyer or Seller may elect, by providing written notice to the other Party at least one (1) Business Day prior to the Termination Date, to extend the Termination Date for a period not to exceed sixty ninety (6090) calendar days in the event that the conditions set forth in Section 8.4, Section 8.5, Section 9.5 or Section 9.6 (provided in the case of Section 8.4 or 9.5, to the extent necessary related in whole or in part to obtain required approvals or arising under any Regulatory Law) have not been satisfied on or before the Termination Date; provided, further, that neither Buyer nor Seller shall have the right to extend the Termination Date if the failure of Governmental Entitiesthe conditions set forth in Section 8.5 or Section 9.6 to be satisfied on or before the Termination Date has resulted from any breach of this Agreement by such Party (or, with respect to Seller, any Polycom Company); or (c) by either Buyer or Shareholders’ Agent in Seller, by providing written notice to the event other Party, if any Governmental Entity Authority shall have enacted, issued, promulgated, enforced or entered any Law final, non-appealable Order or Orderany Law, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactions; or (d) by Buyer in the event any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law or Order, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, sale or holding separate of any of Buyer’s or its Affiliates’ (including, for this purpose, Company’s) assets, businesses or properties, the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, Company); or (e) by Buyer pursuant to the provisions of Section 10.6; provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6), then that Party may not terminate this Agreement pursuant to Section 12.1(b)hereby.

Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing: (a) by mutual written agreement of Buyer and Shareholders’ the Appointed Agent; or (b) by either Buyer or Shareholders’ the Appointed Agent in the event the Closing shall not have occurred on or before September 3018, 2004, or such other date as Buyer and Shareholders’ Agent shall agree upon in writing2017, provided that such date shall be extended for a period not to exceed sixty (60) calendar 60 days to the extent necessary to obtain required approvals continue to seek the satisfaction of Governmental Entitiesthe applicable condition set forth in Sections 8.4 and 8.5 of this Agreement; or (c) by either Buyer or Shareholders’ the Appointed Agent in the event if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, nonappealable Order or Orderany Law, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactionsthe transactions contemplated hereby; or (d) by Buyer in the event if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, nonappealable Order or Orderany Law, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, license, sale or holding separate of any of Buyer’s or its Affiliates’ (including, for this purpose, Company’s) assets, businesses or propertiesproperties (or the Purchased Assets), the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer and/or its Affiliates (including, for this purpose, Company); or (e) by Buyer pursuant to the provisions of Section 10.6Affiliates; provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6), then that Party Buyer may not terminate this Agreement pursuant to Section 12.1(b), if Buyer, and the Appointed Agent may not terminate this Agreement pursuant to Section 12.1(b) if any Company, is in material breach of this Agreement.

Termination Without Breach. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, without any further Liability of any Party at any time prior to the Closing: (a) by mutual written agreement of Buyer Parent and Shareholders’ the Appointed Agent; or (b) by either Buyer Parent or Shareholders’ the Appointed Agent in the event the Closing shall not have occurred on or before September 30May 31, 20042023 (the “Drop Dead Date”), or such other date as Buyer Parent and Shareholders’ the Appointed Agent shall agree upon in writing, provided that such date shall be extended for a period not to exceed sixty (60) calendar days to the extent necessary to obtain required approvals of Governmental Entities; or (c) by either Buyer Parent or Shareholders’ the Appointed Agent in the event if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, non-appealable Order or Orderany Law, or refused to grant any required consent or approval, that has the effect of making the consummation of the transactions contemplated hereby illegal or that otherwise prohibits the consummation of such transactionstransactions contemplated hereby; or (d) by Buyer in the event Parent if any Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law final, non-appealable Order or Orderany Law, or granted any required consent or approval, that has the effect of conditioning the consummation of the transactions contemplated hereby upon the divesture, license, sale or holding separate of any of BuyerParent’s or its Affiliates’ (including, for this purpose, including Company’s) assets, businesses or properties, properties or the execution of a consent decree or the assumption of any other obligations with respect to the ongoing operations of Buyer Parent and/or its Affiliates (including, for this purpose, including Company); or (e) by Buyer pursuant to the provisions of Section 10.6; provided, however, that if a Party seeking termination pursuant to Section 12.1(b) is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in this Agreement (except to the extent waived as contemplated by Section 10.6)Agreement, then that Party may not terminate this Agreement pursuant to Section 12.1(b).