Common use of Termination Without Default; Expenses Clause in Contracts

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30, 2018 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30September 10, 2018 2016 (the “Outside Closing Date”) and no material breach of this Agreement by ParentAcquiring Entity, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent Acquiring Entity or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent Acquiring Entity or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30April 5th 2019, 2018 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the CompanyCompany may exercise such right, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, 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 March 30July 2, 2018 2011 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, party seeking to terminate this Agreement shall have occurred or have been mademade (as provided in Section 13.2 hereof), Parent Buyer or the Company Representative (as agent for Stockholders) shall have the right, at its sole option, to terminate this Agreement without liability to the other sideparties hereto. Such right may be exercised by Parent Buyer or the CompanyRepresentative, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March September 30, 2018 2015 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other - 30 - hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 3024, 2018 2013 (the “Outside Closing Date”) and no material breach of this Agreement by ParentBuyer, on one hand, or the CompanyCompany or any Stockholder, on the other hand, seeking to terminate this Agreement shall have occurred or have been mademade (as provided in Section 12.2 hereof), Parent Buyer or the Company Representative (as agent for Stockholders) shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent Buyer or the CompanyRepresentative, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.112.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30October 4, 2018 2015 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30, 2018 August 30th 2021 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30September 17th, 2018 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March June 30, 2018 2015 (the “"Outside Closing Date”") and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30September 26, 2018 2013 (the “Outside Closing Date”) and no material breach of this Agreement by ParentPurchaser, on one hand, or the Company, any Class A Member or the Manager, on the other hand, seeking to terminate this Agreement shall have occurred or have been mademade (as provided in Section 13.2 hereof), Parent Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.115.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30October 20, 2018 2019 or such other later date agreed upon by the parties hereto (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, party seeking to terminate this Agreement (for the purposes of this Section 10.1, the Company and the Beneficial Holders shall be considered a single party) shall have occurred or have been made, Parent or the Company such party shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent Buyer or the CompanyBeneficial Holders, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.110.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30May 22nd, 2018 2015 (the “Outside Closing Date”) and no material breach of this Agreement by ParentSurviving Entity, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Parent Surviving Entity or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Parent Surviving Entity or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default; Expenses. In the event that the Closing of the transactions contemplated hereunder has not occurred by March 30December 31, 2018 2015 (the “Outside Closing Date”) and no material breach of this Agreement by Parent, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, each of Parent or and the Company shall have reserve the right, at its their respective sole optionoptions, to terminate this Agreement without liability to the other sideits opposite hereunder. Such right may be exercised by either of Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date. In the event this Agreement is terminated pursuant to this Section 11.1, each party shall bear its own expenses incurred in connection with this Agreement.