Common use of Termination by the Purchaser Clause in Contracts

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iiiii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iviii) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this AgreementEffective Time if: (i) the Closing does not occur on Company Board or before any committee thereof: (A) fails to publicly make the Closing DateCompany Recommendation in the Company Proxy Statement; (B) withdraws, modifies, qualifies or changes, in a manner adverse to the Purchaser, the Company Recommendation; (C) fails to reaffirm the Company Recommendation as contemplated by Section 5.1(h); (D) accepts, approves, endorses or recommends any Company Acquisition Proposal; or (E) publicly proposes or announces its intention to do any of the foregoing (each of the foregoing a “Company Change of Recommendation”); (ii) the failure Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(d)); or (B) breaches any of its material obligations or material covenants set forth in Section 5.1; (iii) subject to compliance with Section 6.3, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 6 hereof 7.1 or Section 7.3 not to be satisfiedsatisfied by the Outside Date, which failure cannot be and such breach is incapable of being cured or is not cured before in accordance with the earlier terms of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from Section 6.3, provided, however, that the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty or breaches any covenant applicable to it is not then in any material respect under breach of this Agreement and if such breach is curable, it is so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Dateto be satisfied; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceableCompany Material Adverse Effect has occurred and is continuing.

Termination by the Purchaser. (a) This Agreement may be terminated terminated, and the transactions herein contemplated abandoned, by Purchaser at any time on or before the later of (i) sixty (60) days from the Execution Date or (ii) ten (10) Business Days following Seller’s delivery to Purchaser of the 2023 Financial Statements, for any reason as a result of Purchaser’s ongoing due diligence review of the Companies and the Covered Subsidiaries, including, but not limited to, the 2023 Financial Statements, when made available, or items included in the Disclosure Schedule. (b) This Agreement may be terminated, and the transactions herein contemplated abandoned, by Purchaser at any time prior to Closing if Sellers materially breach any of their representations, warranties, covenants or agreements contained in this Agreement, if such breach would give rise to the failure to satisfy the Closing conditions applicable to Sellers and such breach cannot be cured, or, if curable, has not been cured by the Purchaser following Sellers within the occurrence of any of the following events fifteen (each a “Purchaser Termination Event”15) immediately upon delivery days after Sellers’ receipt of written notice to of such breach from the Company; providedPurchaser, however provided that the Purchaser shall not be permitted have the right to terminate this Agreement pursuant to this Section 10.3(b), if at the time of such termination the Purchaser is then in breach of any representationof its representations, warranty warranties, covenants or covenant agreements contained in this Agreement that would result in the conditions precedent to Closing applicable to it in any material respect under this Agreement: (i) the Closing does Purchaser not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be being satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.