Common use of Termination Upon Default Clause in Contracts

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, if the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, if Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, if without prejudice to any rights or obligations Purchaser may have, if: (i) the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.2(a9.1 and 9.2 impossible; and (ii) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Purchaser describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, if on or prior to the Closing Date, without prejudice to any rights or obligations the Company may have, if: (i) Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in 9.1 and Section 9.3(a9.3 impossible; and (ii) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company and the Sellers on or prior to the Closing Date, without prejudice to any rights or obligations the Purchaser may have, if the Company and the Sellers shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or the Sellers of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Sellers may terminate this Agreement by giving prior written notice to Purchaserthe Purchaser on or prior to the Closing, without prejudice to any rights or obligations the Company or the Sellers may have, if the Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Purchaser of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser Acquiring Entity may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights or obligations Acquiring Entity may have, if the Company or any Member shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to PurchaserAcquiring Entity, without prejudice to any rights or obligations the Company or Members may have, if Purchaser Acquiring Entity shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Purchaser Acquiring Entity of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Purchaser may have, if the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) , and such breach shall would cause a failure of a closing condition of the Purchaser and is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaserthe Purchaser at any time prior to the Closing, without prejudice to any rights or obligations the Company may have, if the Purchaser Parties shall have materially breached any of its their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) , and such breach shall would cause a failure of a closing condition of the Company and is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Purchaser of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, if without prejudice to any rights or obligations Purchaser may have, if: (i) the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.2(a9.2 impossible; and (ii) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Purchaser describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, if without prejudice to any rights or obligations the Company may have, if: (i) Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.3(a9.3 impossible; and (ii) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company Seller on or prior to the Initial Closing Date, without prejudice to any rights or obligations Purchaser may have, if the Company Seller shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Initial Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company Seller of a notice describing in reasonable detail the nature of such breach. (b) The Company Seller may terminate this Agreement by giving prior written notice to PurchaserPurchaser on or prior to the Initial Closing, without prejudice to any rights or obligations the Seller may have, if the Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Initial Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser Seller may terminate this Agreement by giving notice to the Company Purchaser on or prior to the Closing Date, without prejudice to any rights or obligations Seller may have, if the Company Purchaser shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth Date, and in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and either case, such breach shall is not be cured by the earlier of the Outside Closing Date and thirty within ten (3010) days following receipt by the Company Purchaser of a notice describing in reasonable detail the nature of such breach. (b) The Company Purchaser may terminate this Agreement by giving notice to PurchaserSeller, without prejudice to any rights or obligations Purchaser or Company may have, if Purchaser Seller shall have materially breached any of its their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty ten (3010) days following receipt by Purchaser Seller of a notice describing in reasonable detail the nature of such breach. (c) In the event this Agreement is terminated by Seller pursuant to Section 8.1(a), Purchaser shall be responsible for paying all of its own expenses and those of Seller and the Company incurred in connection with this Agreement. (d) In the event this Agreement is terminated by the Purchaser pursuant to Section 8.1(b), Seller shall be responsible for paying all of its own expenses and the expenses of Purchaser incurred in connection with this Agreement.

Termination Upon Default. (a) The Each of CN Energy and Purchaser may terminate this Agreement by giving notice to the Company and the Sellers on or prior to the Closing Date, without prejudice to any rights or obligations CN Energy or Purchaser may have, if the Company and the Sellers shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or the Sellers of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Sellers may terminate this Agreement by giving prior written notice to PurchaserCN Energy and Purchaser on or prior to the Closing, without prejudice to any rights or obligations the Company or the Sellers may have, if CN Energy or Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by within the earlier of the Outside Closing Date and thirty five (305) days following receipt by Purchaser CN Energy or Purchaser, as applicable, of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights or obligations Purchaser may have, if the Company shall have materially breached any representation, warranty, agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) 10.2 would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, without prejudice to any rights or obligations the Company may have, if Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) 10.3 would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, if without prejudice to any rights or obligations Purchaser may have, if: (i) the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.2(a10.2 impossible; and (ii) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Purchaser describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, if without prejudice to any rights or obligations the Company may have, if: (i) Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.3(a10.3 impossible; and (ii) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing DateDate by giving written notice to the Company, without prejudice to any rights or obligations the Purchaser may have, if the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that the Date, which would result in a failure of a condition to closing set forth in Section 9.2(a) or Section 9.2(b) would not to be satisfied (treating such time as if it were the Closing Date) and such breach shall cannot be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice describing in reasonable detail the nature of such breach. (b) The ; provided that if such breach is curable by the Company prior to the Closing, then the Purchaser may not terminate this Agreement by giving under this Section 10.2(a) until the earlier of: (i) thirty (30) days after delivery of such written notice to Purchaserthe Company and (ii) the Outside Closing Date; provided, if further, that, the Purchaser shall not have materially breached the right to terminate this Agreement pursuant to this Section 10.2(a) if the Purchaser is then in material breach of any representation, warranty, agreement or covenant that would result in the failure of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the a condition to closing set forth in Section 9.3(a) would not or Section 9.3(b) to be satisfied (treating such time as if it were the Closing Date) and was scheduled to occur on such date or if such breach shall not be cured by the earlier of the Outside Closing Date and Company is cured during such thirty (30) days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breachday period.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to Seller and the Company on Company, without prejudice to any rights or obligations Purchaser may have, at any time prior to the Closing Date, Date if Seller or the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered or would reasonably be expected to render the condition to closing satisfaction of any of the conditions set forth in Section 9.2(a7.2(a), 7.2(b) or 9.2(b7.2(c) would not be satisfied (treating such time as if it were the Closing Date) impossible, and such breach shall cannot be cured or is not cured by the earlier of (i) the Outside Closing Date and (ii) thirty (30) days following receipt by Seller and the Company of a written notice from Purchaser describing in reasonable detail the nature of such breach. (b) The Company Seller may terminate this Agreement by giving notice to Purchaser, without prejudice to any rights or obligations Seller or the Company may have, at any time prior to the Closing Date if Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered or would reasonably be expected to render the condition to closing satisfaction of any of the conditions set forth in Section 9.3(a7.3(a), 7.3(b) would not be satisfied (treating such time as if it were the Closing Dateor 7.3(c) impossible, and such breach shall cannot be cured or is not cured by the earlier of (i) the Outside Closing Date and (ii) thirty (30) days following receipt by Purchaser of a written notice from Seller describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, if without prejudice to any rights or obligations Purchaser may have, if: (i) the Company shall have materially breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.2(a9.2 impossible; and (ii) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a written notice from Purchaser describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to Purchaser, if on or prior to the Closing Date, without prejudice to any rights or obligations the Company may have, if: (i) Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing Date such that Date, which has rendered the condition to closing satisfaction of any of the conditions set forth in Section 9.3(a9.3 impossible; and (ii) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Purchaser of a written notice from the Company describing in reasonable detail the nature of such breach.

Termination Upon Default. (a) The Purchaser Surviving Entity may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights or obligations Surviving Entity may have, if the Company or any Member shall have materially breached any representation, warranty, representation or warranty or breached any agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.2(a) or 9.2(b) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach. (b) The Company may terminate this Agreement by giving notice to PurchaserSurviving Entity, without prejudice to any rights or obligations the Company or Members may have, if Purchaser Surviving Entity shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3(a) would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Purchaser Surviving Entity of a notice describing in reasonable detail the nature of such breach.