Common use of Right of Parties to Terminate Clause in Contracts

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Party, by written notice to the other Party, if the Closing has not occurred on or prior to the close of business on February 15, 2010 (the “Initial End Date"); provided, however, that either Party may extend the Initial End Date until February 22, 2010, and provided further that the Seller, in its sole discretion, may extend the Initial End Date by up to four one-month periods, until not later than June 22, 2010 (the "End Date") by written notice to the Purchaser to be issued not later than February 22, 2010 and each subsequent one-month anniversary thereof; provided, further, that if a Party is in breach and such breach prevented the closing from occurring shall not be permitted to terminate the Agreement pursuant to this section 10.1(b). (c) without derogating from the provisions of Section 11.5, by either Party, if the other Party has materially breached any covenant or agreement contained in this Agreement; provided, however, that the non-breaching Party may not terminate this Agreement pursuant to this Section 10.1(c) unless such breach would cause any of the conditions specified in Section 5 not to be satisfied and any such breach has not been cured within fifteen (15) Business Days after written notice by the non-breaching Party to the breaching Party informing the breaching Party of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that the terminating Party may not terminate this Agreement pursuant to this Section 10.1(c) if it is then in material breach of the terms of this Agreement.

Right of Parties to Terminate. This Agreement may be terminated and the transactions contemplated hereby may be abandoned, at any time prior to the Closing: (a) by mutual written consent of the Parties; (b) by either Party, by written notice to the other Party, if the Closing has not occurred on or prior to the close of business on February 15, 2010 (the “"Initial End Date"); provided, however, that either Party may extend the Initial End Date until February 22, 2010, and provided further that the Seller, in its sole discretion, may extend the Initial End Date by up to four one-month periods, until not later than June 22, 2010 (the "End Date") by written notice to the Purchaser to be issued not later than February 22, 2010 and each subsequent one-month anniversary thereof; provided, further, that if a Party is in breach and such breach prevented the closing from occurring shall not be permitted to terminate the Agreement pursuant to this section 10.1(b). (c) without derogating from the provisions of Section 11.5, by either Party, if the other Party has materially breached any covenant or agreement contained in this Agreement; provided, however, that the non-breaching Party may not terminate this Agreement pursuant to this Section 10.1(c) unless such breach would cause any of the conditions specified in Section 5 not to be satisfied and any such breach has not been cured within fifteen (15) Business Days after written notice by the non-breaching Party to the breaching Party informing the breaching Party of such breach, it being understood and agreed that no cure period shall be required for a breach which by its nature cannot be cured; provided further, that the terminating Party may not terminate this Agreement pursuant to this Section 10.1(c) if it is then in material breach of the terms of this Agreement.