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 June 30, 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. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30November 11, 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 June September 30, 2022 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. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30December 31, 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. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30October 6, 2022 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 June 30, 2022 (the “Outside Closing Date”) 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)) Parent and Buyer or any four Members, the Purchaser Parties or the Company, as the case may beacting together, 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 and Buyer, on the one hand, or any four Members on the Companyother, as the case may be, by giving written notice to the other at any time after the Outside Scheduled Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30January 6, 2022 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. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30November 28, 2022 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 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 June 30July 31, 2022 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 June 30, 2022 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 June 30March 31, 2022 2006 (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)) Parent and Merger Subs or any four Shareholders, the Purchaser Parties or the Company, as the case may beacting together, 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 and Merger Subs, on the one hand, or any four Shareholders on the Companyother, 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 June 30February 25, 2022 2013 (the “Outside Closing Date”) and no material breach of this Agreement by Purchaser, on one hand, or the party Company, any Class A Member or the Manager, on the other hand, 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, 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 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 15.1, each party shall bear its own expenses incurred in connection with this Agreement.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30August 15, 2022 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. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30October 31, 2022 2012 (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 Purchaser, on the one hand, or the CompanyCompany and the Seller, 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 the Purchaser, on the one hand, or the CompanyCompany 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 June September 30, 2022 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.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30March 31, 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. In the event that the Closing of the transactions contemplated hereunder has not occurred by June 30, 2022 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.