Common use of Termination Without Default Clause in Contracts

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October 12, 2024 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement effective on or prior to April 12, 2025, the Outside Closing Date shall be automatically extended by six (6) months); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October 12, 2024 by the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement Statement/Form S-4 effective on or prior to April 12, 2025the five (5)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by six one (61) monthsmonth); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October 12, 2024 by the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared cleared the Registration Statement and Proxy Statement effective on or prior to April 12, 2025the six (6)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by six (6) monthsfor 60 days after such clearance); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger SubPurchaser, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent Purchaser or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October 12, 2024 by the eight-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement Statement/Form S-4 effective on or prior to April 12, 2025the eight-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by six one (61) monthsmonth); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October by the 12, 2024 -month anniversary of the Signing Date (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement Statement/Form S-4 effective on or prior to April the 12, 2025-month anniversary of the Signing Date, the Outside Closing Date shall be automatically extended by six one (61) monthsmonth); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date.