Common use of Termination by Any Party Clause in Contracts

Termination by Any Party. This Separation Agreement may be terminated at any time prior to the Closing by written notice from any party to each other party if (1) any Authority of competent jurisdiction shall have issued a final order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by this Separation Agreement and such order, decree or ruling or other action shall have become final and nonappealable or (2) there shall have been a material failure of any representation or warranty of any other party to be true or a material breach of any covenant or agreement of another party contained in this Separation Agreement such that the conditions set forth in Section 9.1(b) or (c) would not be satisfied, and such breach or failure to be true is not cured (if curable) prior to the earlier of (i) 20 Business Days following notice of such breach (it being understood that such 20 Business Day period shall not be applicable to covenants or agreements that by their terms are intended to be satisfied at Closing) and (ii) the Termination Date; provided that the right to terminate this Separation Agreement pursuant to this Section 9.2(d)(2) shall not be available to the party seeking to terminate if any action of such party or the failure of such party to perform any of its obligations under this Separation Agreement required to be performed at or prior to the Closing has been the cause of, or resulted in, the failure of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Separation Agreement.

Termination by Any Party. This Separation Agreement may be terminated by any of the Company, [name of party redacted] or Purchaser at any time prior to the Closing: (a) if the Closing by written notice from Date shall not have occurred on or prior to the Outside Date or such later date as provided for pursuant to Section 8.3 or 8.4, as applicable; provided, however, the right to terminate this Agreement under this Section 8.2(a) shall not be available to a Party if the failure of that Party to fulfill any party of its obligations under this Agreement has principally caused or resulted in the failure of the Closing to each other party occur prior to the Outside Date; and provided further that the right to terminate this Agreement under this Section 8.2(a) shall not be available to any Party after the Conditions Satisfaction Date unless the Closing shall not have occurred on the date scheduled therefor in accordance with Section 2.7; or (b) if (1) any a Governmental Authority of competent jurisdiction shall have issued a final an order, decree or ruling or taken any other action permanently enjoiningrestraining, restraining enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Separation Agreement Transaction and such order, decree or decree, ruling or other action shall have become final and nonappealable or (2) there shall have been a material failure of any representation or warranty of any other party to be true or a material breach of any covenant or agreement of another party contained in this Separation Agreement such that the conditions set forth in Section 9.1(b) or (c) would not be satisfiednon-appealable; provided, and such breach or failure to be true is not cured (if curable) prior to the earlier of (i) 20 Business Days following notice of such breach (it being understood that such 20 Business Day period shall not be applicable to covenants or agreements that by their terms are intended to be satisfied at Closing) and (ii) the Termination Date; provided however, that the right to terminate this Separation Agreement pursuant to under this Section 9.2(d)(28.2(b) shall not be available to the party seeking to terminate a Party if any action of such party or the failure of such party that Party to perform fulfill any of its obligations under this Separation Agreement required has principally caused or resulted in such order, decree, ruling or action, provided that, in each case, the Party seeking to be performed at or prior terminate the Agreement under this Section 8.2 shall give written notice of such termination to the Closing has been other Parties, specifying in reasonable detail the cause of, or resulted in, the failure basis for such Party’s exercise of the Closing to occur on or before the Termination Date and such action or failure to perform constitutes a breach of this Separation Agreementtermination right.