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 September 10, 2016 (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring Entity, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, 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 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 September 10October 20, 2016 2019 or such other later date agreed upon by the parties hereto (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring Entity, 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, Acquiring Entity 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 Acquiring Entity 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 September 1026, 2016 2013 (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring EntityPurchaser, 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), Acquiring Entity 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 Acquiring Entity 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 September 10March 24, 2016 2013 (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring EntityBuyer, 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), Acquiring Entity 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 Acquiring Entity 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. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 10July 2, 2016 2011 (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring Entity, 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), Acquiring Entity 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 Acquiring Entity Buyer or the CompanyRepresentative, as the case may be, giving written notice to the other at any time after the Outside Closing Date. . (b) In the event this Agreement is terminated pursuant to this Section 11.113.1, 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 September 10May 22nd, 2016 2015 (the “Outside Closing Date”) and no material breach of this Agreement by Acquiring Surviving Entity, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made, Acquiring 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 Acquiring 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.