Common use of Termination 4 Clause in Contracts

Termination 4. 1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Seller and Purchaser; (b) by Seller, if the Closing has not occurred by 5:00pm (Eastern time) on the Closing Date; or (c) by Purchaser if, during the Due Diligence Period, Purchaser discovers invalidating prior art or some other issue that would have a material adverse effect on Purchaser's ability to assert, enforce and/or license the patents ("Material Adverse Issue"), provided however, Purchaser must first notify Seller in writing within two (2) business days of when it discovers what it considers to be a Material Adverse Issue, and both Purchaser and Seller shall then meet within three (3) business days of such notice to discuss Purchaser's perceived Material Adverse Issue in attempt to detern1ine whether such issue is, in fact, a Material Adverse Issue. If, after commercially reasonable discussions and efforts, the parties cannot resolve the issue or otherwise agree in good faith that the issue is not a Material Adverse Issue, Purchaser can then terminate this Agreement by written notice to Seller. 5.CLOSING CONDITIONS 5.1 Conditions to Purchaser's Obligation to Close. Purchaser's obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date).

Termination 4. 1 This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Seller and Purchaser; (b) by Seller, if the Closing has not occurred by 5:00pm (Eastern time) on the Closing Date; or (c) by Purchaser if, during the Due Diligence Period, Purchaser discovers invalidating prior art or some other issue that would have a material adverse effect on Purchaser's ’s ability to assert, enforce and/or license the patents ("“Material Adverse Issue"”), provided however, Purchaser must first notify Seller in writing within two (2) business days of when it discovers what it considers to be a Material Adverse Issue, and both Purchaser and Seller shall then meet within three (3) business days of such notice to discuss Purchaser's ’s perceived Material Adverse Issue in attempt to detern1ine determine whether such issue is, in fact, a Material Adverse Issue. If, after commercially reasonable discussions and efforts, the parties cannot resolve the issue or otherwise agree in good faith that the issue is not a Material Adverse Issue, Purchaser can then terminate this Agreement by written notice to Seller. 5.CLOSING CONDITIONS -5- 5. Closing Conditions 5.1 Conditions to Purchaser's ’s Obligation to Close. Purchaser's ’s obligation to consummate the transactions contemplated hereby is subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) The representations and warranties of Seller set forth in Section 7.1 hereof, without giving effect to any materiality qualifications therein, shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as if made on and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date).