Termination by SimplePons Clause Samples

Termination by SimplePons. This Agreement may be terminated by SimplePons at any time prior to the Closing as follows: (i) if a breach or failure of any representation, warranty or covenant of IFLI or Merger Sub contained in this Agreement shall have occurred, which breach (A) would reasonably be expected to give rise to the failure of a condition set forth in Section 7.2; and (B) as a result of such breach, such condition would not be capable of being satisfied prior to the Outside Date; provided that SimplePons is not in material breach of its obligations under this Agreement; or (ii) if a Material Adverse Event, as that term is defined in that certain Escrow Agreement shall have occurred.