Common use of Termination Without Default Clause in Contracts

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11, 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11June 30, 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11December 31, 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11September 30, 2022 2021 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11June 30, 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11March 31, 2022 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11September 30, 2022 2018 (unless extended by mutual agreement of the parties) (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, Company shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions Transaction contemplated hereunder has not occurred by November 11February 1, 2022 2021 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, Company shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties Parent or the Company, as the case may be, by 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 by November 11June 30, 2022 (the “Outside Closing Date”); and (ii) and no material breach of 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 is not in material breach of this Agreement, then Parent or the Company, as applicable, shall have occurred or have been made (as provided in Section 11.2 hereof)the right, the Purchaser Parties at its sole option, to terminate this Agreement. Such right may be exercised by Parent or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11June 30, 2022 1998 (the “Outside "Scheduled Closing Date”") and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties or the Company, as the case may be, ) any party hereto shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may 46 be exercised by Purchaser Parties Buyer, on the one hand, or Seller on the Companyother, as the case may be, by giving written notice to the other at any time after the Outside Scheduled Closing Date, specifying the event or state of facts giving rise to such right of termination.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11January 6, 2022 2024 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties SPAC or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties SPAC or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11February 1st, 2022 (the “Outside Closing Date”) ), and no material breach of this Agreement by the party Purchaser, on one hand, or the Company, on the other hand, seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties or the Company, as the case may be, Company shall have the right, at their or its sole option, to terminate this Agreement without liability to the other party. Such right may be exercised by Purchaser Parties or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11February 18, 2022 2017 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 13.2 hereof), the Purchaser Parties Parent or the Company, as the case may be, Company shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties Parent or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11, 2022 within 180 days following the execution of this Agreement (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof)made, BORQS, on the Purchaser Parties or one hand, and the CompanySeller, as on the case may beother hand, shall have the right, at its or their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties or BORQS, on the Companyone hand, and the Seller, on the other, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Initial Closing of the transactions contemplated hereunder has not occurred by November 11July 31, 2022 2013 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 12.2 hereof), the Purchaser Parties Purchaser, on the one hand, or the CompanySeller, as on the case may beother hand, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties the Purchaser, on the one hand, or the CompanySeller, on the other, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.

Termination Without Default. In the event that the Closing of the transactions contemplated hereunder has not occurred by November 11August 15, 2022 2024 (the “Outside Closing Date”) and no material breach of this Agreement by the party seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2 hereof), the Purchaser Parties SPAC or the Company, as the case may be, shall have the right, at their or its sole option, to terminate this Agreement without liability to the other partyside. Such right may be exercised by Purchaser Parties SPAC or the Company, as the case may be, by giving written notice to the other at any time after the Outside Closing Date.