Common use of Either Party Clause in Contracts

Either Party. By either Buyer or the Company if (i) the Closing shall not have occurred on or prior to the Voluntary Termination Date; provided, however, that no Merger Party may terminate this Agreement in accordance with this Section 10.1(b)(i) if the failure to consummate the Closing shall be due to the breach by the Merger Party seeking to terminate this Agreement of its obligations and covenants under this Agreement, in which case, the foregoing date shall be extended by the period of delay due to such breach, (ii) there shall be a final nonappealable order of a federal or state court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby, (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger Parties by any Governmental Entities that would make the Merger illegal, (iv) there shall have occurred after the date hereof any event that makes it impossible to satisfy a condition precedent to the Merger Party's obligations to consummate the transactions contemplated by this Agreement, unless the occurrence of such event is due to the failure of the Merger Party to perform or comply with any of the agreements, covenants, or conditions hereof to be performed or complied with by such Merger Party prior to the Closing, or (v) if either the Company, on the one hand, or Buyer or Merger Sub, on the other hand, respectively, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition or comparable proceeding, or such proceeding is instituted against such other Merger Party (and not dismissed within sixty (60) days).

Either Party. By either Buyer or the Company if (i) the Closing shall not have occurred on or prior to the Voluntary Termination Date; provided, however, that no Merger Party party may terminate this Agreement in accordance with this Section 10.1(b)(i9.1(b)(i) if the failure to consummate the Closing shall be due to the breach by the Merger Party party seeking to terminate this Agreement of its obligations and or covenants under this Agreement, in which case, the foregoing date shall be extended by the period of delay due to such breach, (ii) there shall be a final nonappealable order of a federal or state court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby, (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger Parties parties by any Governmental Entities that would make the Merger illegal, or (iv) there shall have occurred after the date hereof any event that makes it impossible to satisfy a condition precedent to the Merger Party's obligations to consummate the transactions contemplated by this Agreement, unless the occurrence of such event is due to the failure of the Merger Party to perform or comply with any of the agreements, covenants, or conditions hereof to be performed or complied with by such Merger Party prior to the Closing, or (v) if either the Company, on the one hand, or the Buyer or Merger Sub, on the other hand, respectively, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors' ’ arrangement, composition or comparable proceeding, or such proceeding is instituted against such other Merger Party party (and not dismissed within sixty (60) days).;

Either Party. By either Buyer or the Company if (i) the Closing shall not have occurred on or prior to the Voluntary Termination Date; provided, however, that no Merger Party party may terminate this Agreement in accordance with this Section 10.1(b)(i9.1(b)(i) if the failure to consummate the Closing shall be due to the breach by the Merger Party party seeking to terminate this Agreement of its obligations and covenants under this Agreement, in which case, the foregoing date shall be extended by the period of delay due to such breach, (ii) there shall be a final nonappealable order of a federal or state court of competent jurisdiction in effect preventing the consummation of the transactions contemplated hereby, (iii) there shall be any statute, rule, regulation or order enacted, promulgated or issued or deemed applicable to the Merger Parties parties by any Governmental Entities that would make the Merger illegal, (iv) there shall have occurred after the date hereof any event that makes it impossible to satisfy a condition precedent to the Merger Party's party’s obligations to consummate the transactions contemplated by this Agreement, unless the occurrence of such event is due to the failure of the Merger Party party to perform or comply with any of the agreements, covenants, or conditions hereof to be performed or complied with by such Merger Party party prior to the Closing, or (v) if either the Company, on the one hand, or the Buyer or Merger Sub, on the other hand, respectively, becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors' ’ arrangement, composition or comparable proceeding, or such proceeding is instituted against such other Merger Party party (and not dismissed within sixty (60) days).