Common use of Termination Termination Clause in Contracts

Termination Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned: at any time, by mutual written consent of Seller and Buyer; by either party if the transactions contemplated hereby shall have been permanently enjoined by a court of competent jurisdiction, provided that no party hereto who brought or is affiliated with the party who brought the action seeking the permanent enjoinment of the transactions contemplated hereby may seek termination of this Agreement pursuant to this Section 7.1(b); by Buyer if (i) any of the conditions set forth in Sections 6.1 or 6.3 shall have become incapable of fulfillment and shall not have been waived by Buyer or (ii) Seller shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of such breach to Seller from Buyer, such breach shall not have been cured in all material respects or waived by Buyer, or Seller shall not have provided reasonable assurance to Buyer that such breach will be cured in all material respects on or before the Closing Date; or by Seller if (i) any of the conditions set forth in Sections 6.1 or 6.2 shall have become incapable of fulfillment and shall not have been waived by Seller or (ii) Buyer shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of such breach to Buyer from Seller, such breach shall not have been cured in all material respects or waived by Seller or Buyer shall not have provided reasonable assurance to Seller that such breach will be cured in all material respects on or before the Closing Date; by Buyer, within five (5) days following receipt of any supplement or amendment to the Schedules, by written notice to Seller if the matter which gives rise to such supplement or amendment individually, or together with any other such matters, in the aggregate has caused any of the representations and warranties of Seller set forth in Article III (without giving effect to such supplement or amendment) to be inaccurate in any material respect; or by Buyer or Seller, at any time on or after February 1, 2000, if the Closing shall not have occurred on or prior to such date; provided, however, that the right to terminate this Agreement under this Section 7.1(f) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the primary cause of, or resulted in, the failure of the Closing to have occurred on or before such date. Procedure and Effect of Termination. In the event of the termination of this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other party and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned, without further action by Seller, or Buyer. If this Agreement is terminated pursuant to Section 7.1 hereof: each party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof; all filings, applications and other submissions made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person to which made; and there shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that Seller or Buyer, as the case may be, shall have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in this Section in Section 10.1 hereof and in the Confidentiality Agreement and the non-compete obligations of the Alliance Agreement shall survive any such termination. SURVIVAL OF REPRESENTATIONS Survival of Representations,

Termination Termination. This Notwithstanding anything to the contrary, this Agreement may be terminated and before the transactions contemplated hereby may be abandonedClosing: at any time, (a) by the mutual written consent of Seller and Buyer; (b) by either party Seller, if the transactions contemplated hereby shall Buyer will have been permanently enjoined by a court of competent jurisdictionbreached any representation or warranty or failed to comply with any covenant or agreement applicable to Buyer that would cause any condition to Closing set forth in Section 9.01(a) or Section 9.01(b) not to be satisfied, provided that no party hereto who brought or is affiliated with the party who brought the action seeking the permanent enjoinment of the transactions contemplated hereby may seek termination of this Agreement pursuant to this Section 7.1(b); by Buyer if and (i) any of the conditions set forth in Sections 6.1 or 6.3 shall have become incapable of fulfillment and shall not have been waived by Buyer or (ii) Seller shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of such breach to Seller from Buyer, such breach shall is not have been cured in all material respects or waived by Buyer, or Seller shall not have provided reasonable assurance to Buyer that such breach will be cured in all material respects on or before the Closing Date; or by Seller if (i) any of the conditions set forth in Sections 6.1 or 6.2 shall have become incapable of fulfillment and shall not have been waived by Seller or (ii) Buyer shall breach in any material respect any of its representations, warranties, covenants or other obligations hereunder and, within twenty (20) days after written notice of if such breach to Buyer from Seller, such breach shall has not have been cured in all material respects or waived by Seller or but is curable and is not cured by Buyer shall not have provided reasonable assurance prior to Seller that such breach will be cured in all material respects on or before the Closing Date; by Buyer, within five earlier to occur of (5A) 30 days following after receipt of any supplement or amendment Seller’s notice of its intent to terminate and (B) the Schedules, by written notice to Seller if the matter which gives rise to such supplement or amendment individually, or together with any other such matters, in the aggregate has caused any of the representations and warranties of Seller set forth in Article III (without giving effect to such supplement or amendment) to be inaccurate in any material respect; or by Buyer or Seller, at any time on or after February 1, 2000, if the Closing shall not have occurred on or prior to such dateOutside Date; provided, however, that the failure of Buyer to effect the Closing when required pursuant to the terms of this Agreement shall be subject to a cure period of three (3) Business Days; provided, further, that the right to terminate this Agreement under this Section 7.1(f11.01 (b) shall will not be available to Seller if Seller is then in breach of any party whose of its agreements or covenants contained in this Agreement such that the condition specified in Section 9.02(b) would not be satisfied at the Closing; (c) by Buyer, if Seller will have breached any representation or warranty or failed to comply with any covenant or agreement applicable to Seller that would cause any condition to Closing set forth in Section 9.02(a) or Section 9.02(b) not to be satisfied, and (i) such breach is not waived by Buyer or (ii) if such breach has not been waived by Buyer but is curable and is not cured by Seller prior to the earlier to occur of (A) 30 days after receipt of Buyer’s notice of its intent to terminate and (B) the Outside Date; provided, however, that the failure of Seller to effect the Closing when required pursuant to the terms of this Agreement shall be subject to a cure period of three (3) Business Days; provided, further, that the right to terminate this Agreement under this Section 11.01 (b) will not be available to Buyer if Buyer is then in breach of any of its agreements or covenants contained in this Agreement such that the condition specified in Section 9.01(b) would not be satisfied at the Closing; (d) by Seller or Buyer if the Closing will not have occurred by October 31, 2021 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 11.01 (d) will not be available to Seller or to Buyer if Seller’s or Buyer’s failure, respectively, to take any action or omit to take any action required to fulfill any obligation under this Agreement has will have been the primary cause of, or will have resulted in, the failure of the Closing conditions set forth in Article IX to have occurred on or been met before such date. Procedure and Effect of Termination. In ; or (e) by either Seller or Buyer in the event that any Governmental Authority of competent jurisdiction will have issued an Order that permanently enjoins the consummation of the termination purchase of the Purchased Assets or the other transactions contemplated by this Agreement and the abandonment of the transactions contemplated hereby pursuant to Section 7.1 hereof, written notice thereof shall forthwith be given by Seller, on the one hand, or Buyer, on the other hand, so terminating to the other party Ancillary Agreements and this Agreement shall terminate such Order will have become final and the transactions contemplated hereby shall be abandoned, without further action by Seller, or Buyer. If this Agreement is terminated pursuant to Section 7.1 hereof: each party shall redeliver all documents, work papers and other materials of the other parties relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same or, upon prior written notice to such party, shall destroy all such documents, work papers and other materials and deliver notice to the parties seeking destruction of such documents that such destruction has been completed, and all confidential information received by any party hereto with respect to the other party shall be treated in accordance with the Confidentiality Agreement and Section 5.2(b) hereof; all filings, applications and other submissions made pursuant hereto shall, at the option of Seller, and to the extent practicable, be withdrawn from the agency or other Person to which made; and there shall be no liability or obligation hereunder on the part of Seller or Buyer or any of their respective directors, officers, employees, Affiliates, controlling Persons, agents or representatives, except that Seller or Buyer, as the case may be, shall have liability to the other party if the basis of termination is a willful, material breach by Seller or Buyer, as the case may be, of one or more of the provisions of this Agreement, and except that the obligations provided for in this Section in Section 10.1 hereof and in the Confidentiality Agreement and the non-compete obligations of the Alliance Agreement shall survive any such termination. SURVIVAL OF REPRESENTATIONS Survival of Representations,appealable;