Common use of Termination Without Default Clause in Contracts

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30, 2021 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30November 11, 2021 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other sideparty. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September June 30, 2021 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September June 30, 2021 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Initial Closing of the transactions contemplated hereunder has not occurred by September 30July 31, 2021 2013 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties Purchaser, on the one hand, or the CompanySeller, as on the case may beother hand, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties the Purchaser, on the one hand, or the CompanySeller, on the other, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September June 30, 2021 1998 (the “Outside "Scheduled Closing Date”") and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties or the Company, as the case may be, ) any party hereto shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may 46 be exercised by Purchaser Parties Buyer, on the one hand, or Seller on the Companyother, as the case may be, by giving written notice to the other at any time after the Outside Scheduled Closing Date, specifying the event or state of facts giving rise to such right of termination.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30August 15, 2021 2024 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties SPAC or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties SPAC or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by September June 30, 2021 2022 (the “Outside Closing Date”); and (ii) and no material breach of this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement shall have occurred or have been made (as provided is not in Section 11.2 hereof)material breach of this Agreement, the Purchaser Parties then Parent or the Company, as the case may beapplicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other sideAgreement. Such right may be exercised by Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30February 18, 2021 2017 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, 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 Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30January 6, 2021 2024 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties SPAC or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties SPAC or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions Transaction contemplated hereunder has not occurred by September 30February 1, 2021 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, 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 Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30March 31, 2021 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30February 1st, 2021 2022 (the “Outside Closing Date”) ), and no material breach of this Agreement by the party Purchaser, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties or the Company, as the case may be, Company shall have the right, at its sole option, to terminate this Agreement without liability to the other sideparty. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30October 6, 2021 2025 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties SPAC or the Company, as the case may be, shall have the right, at its sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties SPAC or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30, 2021 within 180 days following the execution of this Agreement (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof)made, BORQS, on the Purchaser Parties or one hand, and the CompanySeller, as on the case may beother hand, shall have the right, at its or their sole option, to terminate this Agreement without liability to the other side. Such right may be exercised by Purchaser Parties or BORQS, on the Companyone hand, and the Seller, on the other, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by September 30, 2021 2018 (unless extended by mutual agreement of the parties) (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, 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 Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.