Common use of Drop Dead Date Clause in Contracts

Drop Dead Date. Subject to Section 10.5 below, if the Business Closing Date does not occur until December 31, 2016 (the “Drop Dead Date”) and no Party is in breach of its obligations under this Agreement, any of the Parties may choose not to consummate the Business Closing, and shall inform the other Party in writing of its decision within five (5) Business Days as of the Drop Dead Date. In the event any Party is in breach of its obligations under this Agreement, such breaching Party shall not have the right to choose not to consummate the Business Closing and the non-breaching Party shall, within thirty five (35) Business Days as of the Drop Dead Date, notify the other Party in writing of whether it intends to (i) terminate this Agreement; or (ii) consummate the Business Closing by means of waiving any pending conditions precedent provided for in Section 8 above.