Common use of By Parent Clause in Contracts

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be cured by the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, and (B) cannot be cured by the Company by the End Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent, US Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderthis Agreement; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, 7.2(b) and (BB)(1) cannot be is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i8.1(c)(i) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement hereunder; or;

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement (other than with respect to a material breach of Section 5.2(a) or Section 5.4(b), as to which Section 7.1(c)(ii)(C) will apply), or if any representation or warranty of the Company shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would give rise to result in the failure of a condition any of the conditions set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.2 and (B) cannot be or has not been cured by the Company by earlier of (1) the End Outside Date or, if capable of being cured, shall not have been cured within thirty and (302) calendar 30 days following receipt after the giving of written notice from to the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for Company of such terminationbreach or failure; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent, Merger Sub or Merger Sub I is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orset forth in this Agreement such that Section 6.3(a) or Section 6.3(b) would not be satisfied;

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform perform, either individually or in the aggregate, if continuing at the Effective Time (A) would give rise to result in the failure of a condition any of the conditions set forth in Section 6.2(a6.1 or 6.2 (a “Company Terminating Breach”) or Section 6.2(b), respectively, and (B) cannot be or has not been cured or waived by the Company by the End Outside Date or(as extended); provided, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any a Parent Terminating Breach shall have occurred and be continuing at such time Parent delivers notice of its representations, warranties, covenants or other agreements hereunderelection to terminate this Agreement pursuant to this Section 7.1(c)(i); or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this AgreementAgreement (other than with respect to a breach of Section 5.2 or Section 5.3(b), as to which Section 7.1(c)(ii)(D) will apply), or if any representation or warranty of the Company shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would give rise to result in the failure of a condition any of the conditions set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.2 and (B) cannot be or has not been cured by the Company by earlier of (1) the End Outside Date or, if capable of being cured, shall not have been cured within and (2) thirty (30) calendar days following receipt after the giving of written notice from to the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for Company of such terminationbreach or failure; provided provided, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderset forth in this Agreement such that Section 6.3(a) or Section 6.3(b) would not be satisfied; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to result in the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, ) and (B) canis not be capable of being cured by the Company by the End Termination Date or, if capable of being cured, shall not have been cured within by the Company on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) calendar days following receipt Parent’s delivery of written notice from to the Parent stating the Parent’s intention Company of such breach or failure to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such terminationperform; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderobligations under this Agreement so as to result in the failure of a condition set forth in Section 6.3(b); or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform or to be true (A) would give rise to result in the failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.3 and (B) cannot be cured by the Termination Date; provided, that Parent shall have given the Company by the End Date orwritten notice, if capable of being cured, shall not have been cured within delivered at least thirty (30) calendar days following receipt of written notice from the Parent prior to such termination, stating the ParentCompany’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) and the basis for such termination; provided further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderset forth in this Agreement; or

By Parent. (i) if the Company shall have breached any of its representations or warranties or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(aparagraph (c) or Section 6.2(b), respectively, (d) of Annex I and (B) cannot be is incapable of being cured by prior to the Company by the End Outside Date or, if capable of being curedcurable by such date, shall is not have been cured within thirty the earlier of (301) 30 calendar days following receipt of after written notice from of such breach or failure to perform is given by Parent to the Parent stating Company and (2) the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such terminationOutside Date; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; or

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would, or would give rise to the reasonably be expected to, result in a failure of a condition set forth in Section 6.2(a8.2(a) or Section 6.2(b), respectively, 8.2(b) and (B) cannot be cured by on or before the Company by the End Outside Date or, if capable curable, is not cured by the Company within twenty (20) days of being cured, shall not have been cured within thirty (30) calendar days following receipt by the Company of written notice of such breach or failure from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i9.1(d)(i) if it or Merger Sub any Parent Party is then in material breach of any of its respective representations, warranties, covenants or other agreements hereunderset forth in this Agreement such that the conditions set forth in either Section 8.3(a) or Section 8.3(b) could not then be satisfied; or

By Parent. (i) if the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (Ai) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, ) and (Bii) cannot be cured by the Company by the End Walk-Away Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orhereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not being satisfied;

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a‎Section 7.2(a) or Section 6.2(b), respectively, ‎Section 7.2(b) to be satisfied and (B) cannot be either (1) is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination‎Section 8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i‎Section 8.1(c)(i) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement hereunder; or

By Parent. (i) if the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, ) and (B) cannot be cured by the Company by the End Walk-Away Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s 's intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided provided, however, that Parent shall not 57 have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderhereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not being satisfied; or

By Parent. (i) if the Company there shall have breached or failed to perform been a breach of any of its representations, warranties, the covenants or agreements set forth in this Agreement, or failure to be true of any of the representations or warranties on the part of the Company which breach or failure to perform be true, either individually or in the aggregate (A) would give rise to the result in a failure of a condition set forth in Section 6.2(a) 6.1 or Section 6.2(b), respectively, 6.3 and (B) canwhich is not be cured by within the Company by earlier of (I) the End Date or, if capable of being cured, shall not have been cured within Date; and (II) thirty (30) calendar days following receipt of written notice from to the Company; provided, that Parent shall have given the Company written notice, delivered at least thirty (30) days prior to such termination, stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) and the basis for such termination; provided provided, further, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.1(d)(i) if it or Merger Sub Parent is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orcontained in this Agreement;

By Parent. (i) if the Company shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth contained in this Agreement, which breach or failure to perform (A) would give rise to the result in a failure of a any condition set forth in Section 6.2(a7.2(a) or Section 6.2(b), respectively, 7.2(b) to be satisfied and (B) cannot be either (1) is incapable of being cured by the Company by the End Outside Date or, or (2) if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar 30 days following receipt of written notice to the Company from the Parent stating the or Merger Sub of such breach, which notice states Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination8.1(c)(i); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i8.1(c)(i) if it or Merger Sub is then in material breach of any of its representationsrepresentation, warrantieswarranty, covenants covenant or other agreements agreement hereunder; or

By Parent. (i) if the Company shall have materially breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a) or Section 6.2(b), respectively, ) and (B) cannot be cured by the Company by the End Termination Date or, if capable of being cured, shall not have been cured within thirty (30) calendar days following receipt of written notice from the Parent stating the Parent’s 's intention to terminate this Agreement pursuant to this Section 7.1(c)(i) and the basis for such termination; provided provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i) if it or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunder; orhereunder that would result in the conditions to Closing set forth in Section 6.3(a) or Section 6.3(b) not being satisfied;

By Parent. (i) if the Company and the Company Shareholders shall have breached any of their respective representations or warranties or failed to perform any of its representations, warranties, their respective covenants or agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 6.2(a6.02(a) or Section 6.2(b), respectively, 6.02(b) and (B) cannot be is incapable of being cured by prior to the Company by the End Date orTermination Date, or if capable of being cured, shall has not have been cured by the Company within thirty (30) calendar days following after the Company’s receipt of written notice of such breach or failure to perform from the Parent stating the Parent’s intention to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) and the basis for such terminationtermination (or in any event has not been cured by the Termination Date); provided that Parent shall not have the right to terminate this Agreement pursuant to this Section 7.1(c)(i7.01(c)(i) if it Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or other agreements hereunderhereunder in a manner that would give rise to the failure of a condition set forth in Section 6.03(a), Section 6.03(b) or Section 6.03(c); or