Pre-completion termination Sample Clauses

Pre-completion termination. (a) The Purchasers may terminate this Agreement at any time before Completion by notice to the Sellers if the Condition has not been satisfied at the Longstop Date or if the Purchasers consider, acting reasonably, that there has been: (i) a material breach by any of the Sellers of any Key Warranty; (ii) a material breach by any of the Sellers of clause 5.1 or 5.3; or (iii) a Material Adverse Change. For the purpose of clause 5.6(a)(iii), Material Adverse Change means anything that, has had or is likely to have a material adverse effect on the business, operations, assets, liabilities, condition (financial or otherwise), reputation or prospects of any Group Company.