Common use of Termination Causes Clause in Contracts

Termination Causes. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of the PE Fund, ▇▇▇▇▇▇ Europe and each of the Families’ Agents; (b) by either the PE Fund, ▇▇▇▇▇▇ Europe or the Families’ Agents upon written notice served to the non-terminating Parties, if any permanent injunction or action by any Governmental Authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement shall have been issued or taken and shall have become final and from which no appeal is possible; (c) by either ▇▇▇▇▇▇ Europe or the Families’ Agents upon written notice served to the non-terminating Parties on the Closing Date, if the PE Fund shall fail to comply with its obligations set forth in Section 8, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the Sellers against the PE Fund including the right to claim damages; (d) by the PE Fund upon written notice served to ▇▇▇▇▇▇ Europe and the Families’ Agents on the Closing Date, if the Sellers or Mincos shall fail to comply with their obligations set forth in Section 8, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the PE Fund against the Sellers or Mincos including the right to claim damages; or (e) by either the PE Fund, ▇▇▇▇▇▇ Europe or the Families’ Agents, upon written notice served to the non-terminating Parties on the Long Stop Date, in the event that the Closing has not occurred, for any reason whatsoever, on the Long Stop Date at the latest, except to the extent that such failure arises out of, or results from, a breach by the Party (or Parties) seeking to terminate this Agreement of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by such Party (or Parties) prior thereto, it being agreed that the PE Fund, ▇▇▇▇▇▇ Europe and the Families Agents shall consult each other in good faith on the possibility of and the consequences of an extension of the Long Stop Date (except in case of breach by a Party as aforementioned). 47

Termination Causes. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by the mutual written consent of the PE Fund, ▇▇▇▇▇▇ Europe and each of the Families’ Agents; (b) by either the PE Fund, ▇▇▇▇▇▇ Europe or the Families’ Agents upon written notice served to the non-terminating Parties, if any permanent injunction or action by any Governmental Authority of competent jurisdiction prohibiting consummation of the transactions contemplated by this Agreement shall have been issued or taken and shall have become final and from which no appeal is possible; (c) by either ▇▇▇▇▇▇ Europe or the Families’ Agents upon written notice served to the non-terminating Parties on the Closing Date, if the PE Fund shall fail to comply with its obligations set forth in Section 8, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the Sellers against the PE Fund including the right to claim damages; (d) by the PE Fund upon written notice served to ▇▇▇▇▇▇ Europe and the Families’ Agents on the Closing Date, if the Sellers or Mincos shall fail to comply with their obligations set forth in Section 8, it being expressly agreed that such termination would be in addition to and without prejudice to all other rights and/or remedies available to the PE Fund against the Sellers or Mincos including the right to claim damages; or (e) by either the PE Fund, ▇▇▇▇▇▇ Europe or the Families’ Agents, upon written notice served to the non-terminating Parties on the Long Stop Date, in the event that the Closing has not occurred, for any reason whatsoever, on the Long Stop Date at the latest, except to the extent that such failure arises out of, or results from, a breach by the Party (or Parties) seeking to terminate this Agreement of any of the covenants, agreements or other undertakings set forth in this Agreement to be performed or observed by such Party (or Parties) prior thereto, it being agreed that the PE Fund, ▇▇▇▇▇▇ Europe and the Families Agents shall consult each other in good faith on the possibility of and the consequences of an extension of the Long Stop Date (except in case of breach by a Party as aforementioned). 47.