Common use of Termination Without Default; Expenses Clause in Contracts

Termination Without Default; Expenses. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 31, 2013 (the “Outside Closing Date”), and no material breach of this Agreement by Parent, LuxCo, and BHN, on one hand, or Company and Sellers, on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 12.2 hereof), each party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by each party hereto, giving written notice to the other at any time after the Outside Closing Date. Upon receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12(a), each party shall bear its own expenses incurred in connection with this Agreement. (b) Parent and LuxCo shall have the right, at any time prior to the Real Property Investigation Period, time being of the essence, to terminate this Agreement for any reason or no reason whatsoever if the results of the investigations in connection with the Business, including the Real Property, are not satisfactory to Parent or LuxCo, in Parent’s or LuxCo's sole discretion, by giving notice to Sellers or Company on or before the Real Property Investigation Period. Upon receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12.1(b), each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 31, 2013 (the “Outside Closing Date”), ) and no material breach of this Agreement by Parent, LuxCo, and BHN, BHN on one hand, or Company and SellersSeller, on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 12.2 hereof), each party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by each party hereto, giving written notice to the other at any time after the Outside Closing Date. Upon receipt of such notice, neither no party shall have any further obligation to the any other party under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12(a12.1(a), each party shall bear its own expenses incurred in connection with this Agreement. (b) Parent and LuxCo shall have the right, at any time prior to the Real Property end of the Business Investigation Period, time being of the essence, to terminate this Agreement for any reason or no reason whatsoever if the results of the investigations in connection with the Business, including the Real PropertyPurchased Assets, are not satisfactory to Parent or LuxCo, in Parent’s or LuxCo's ’s sole discretion, by giving notice to Sellers or Company Seller on or before the Real Property Investigation PeriodClosing. Upon receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12.1(b), each party shall bear its own expenses incurred in connection with this Agreement. (c) If Seller fails to complete the Acquisitions by September 16, 2013, other than payment of deferred consideration not then due, in accordance with Section 6.5, Parent, LuxCo and BHN may, as their sole remedy for such failure, terminate this agreement by written notice to Seller without liability to Seller. Upon receipt by Seller of such notice, no party shall have any further obligation to any other party under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12.1(c), each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 31, 2013 (the “Outside Closing Date”), and no material breach of this Agreement by Parent, LuxCo, and BHN, on one hand, or Company and Sellers, on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 12.2 hereof), each party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by each party hereto, giving written notice to the other at any time after the Outside Closing Date. Upon receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12(a), each party shall bear its own expenses incurred in connection with this Agreement. (b) Parent and LuxCo shall have the right, at any time prior to the Real Property Investigation Period, time being of the essence, to terminate this Agreement for any reason or no reason whatsoever if the results of the investigations in connection with the Business, including the Real Property, are not satisfactory to Parent Prime or LuxCo, in ParentPrime’s or LuxCo's sole discretion, by giving notice to Sellers or Company on or before the Real Property Investigation Period. Upon receipt of such notice, neither party shall have any further obligation to the other under this Agreement, except for those obligations that are expressly stated to survive the cancellation or termination of this Agreement. In the event this Agreement is terminated pursuant to this Section 12.1(b), each party shall bear its own expenses incurred in connection with this Agreement.