Termination of Agreement Prior to Closing. This Agreement may be terminated at any time prior to Closing: (a) by the mutual written consent of the parties; (b) pursuant to Section 8.1 above; (c) pursuant to Section 9.3 below; (d) by Seller or Purchaser (the “Nondefaulting Party”), if a material breach of any provision of this Agreement has been committed by the other party (the “Breaching Party”) and such breach has not been (i) waived in writing by the Nondefaulting Party or (ii) cured by the Breaching Party to the reasonable satisfaction of the Nondefaulting Party within thirty (30) business days after service by the Nondefaulting Party upon the Breaching Party of a written notice which describes the nature of such breach; (e) by Purchaser if any of the conditions in Article 7 have not been satisfied as of the Closing Date or if satisfaction of any such condition is or becomes impossible (other than through the failure of Purchaser to comply with its obligations under this Agreement) and Purchaser has not waived such condition in writing on or before the Closing Date; (f) by Seller if any of the conditions in Article 6 have not been satisfied as of the Closing Date or if satisfaction of any such condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement) and Seller has not waived such condition in writing on or before the Closing Date; or (g) by either Seller or Purchaser, if the Closing has not occurred (other than through the failure of any party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) on or before December 31, 2020 (the “Termination Date”).
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