Common use of Termination of Agreement Prior to Closing Clause in Contracts

Termination of Agreement Prior to Closing. This Agreement may be terminated and the transactions contemplated hereunder may be abandoned at any time prior to the Closing, as follows: (a) by mutual written consent of Seller and Purchaser; (b) Seller may terminate this Agreement by giving written notice to Purchaser at any time prior to the Closing (i) in the event that (A) Purchaser has materially breached any representation, warranty or covenant contained in this Agreement, (B) Seller has notified Purchaser of the breach, and (C) the breach has continued without cure for a period of thirty (30) days after the notice of the breach, or (ii) if the Closing has not occurred on or before October 15, 2017 (the “Outside Closing Date”) (unless the failure results primarily from Seller materially breaching any representation, warranty or covenant contained in this Agreement); or (c) In addition to Purchaser’s termination rights under Section 3.05 and Section 4.01 during the Review Period, Purchaser may terminate this Agreement by giving written notice to Seller and Escrow Agent at any time prior to the Closing (i) in the event that (A) Seller has materially breached any representation, warranty or covenant contained in this Agreement, (B) Purchaser has notified Seller of the breach, and (C) the breach has continued without cure for a period of thirty (30) days after the notice of the breach, or (ii) if the Closing has not occurred on or before the Outside Closing Date (unless the failure results primarily from Purchaser materially breaching any representation, warranty or covenant contained in this Agreement).

Termination of Agreement Prior to Closing. (a) This Agreement automatically shall terminate in the event of the termination of the LD Purchase Agreement prior to Closing. (b) This Agreement may be terminated and the transactions contemplated hereunder may be abandoned at any time prior to the Closing, as follows: (ai) by mutual written consent of Seller and PurchaserPurchasers; (bii) Seller may terminate this Agreement by giving written notice to Purchaser Purchasers at any time prior to the Closing (i) in the event that (Ai) Purchaser has Purchasers have materially breached any representation, warranty or covenant contained in this Agreement, (Bii) Seller has notified Purchaser Purchasers of the breach, and (Ciii) the breach has continued without cure for a period of thirty (30) days after the notice of the breach, or (ii) if the Closing has not occurred on or before October 15, 2017 (the “Outside Closing Date”) (unless the failure results primarily from Seller materially breaching any representation, warranty or covenant contained in this Agreement); or (ciii) In addition to Purchaser’s termination rights under Section 3.05 and Section 4.01 during the Review Period, Purchaser Purchasers may terminate this Agreement by giving written notice to Seller and Escrow Agent at any time prior to the Closing (i) in the event that (A) Seller has materially breached any representation, warranty or covenant contained in this Agreement, (B) Purchaser has Purchasers have notified Seller of the breach, and (C) the breach has continued without cure for a period of thirty (30) days after the notice of the breach, or (ii) if the Closing has not occurred on or before October 31, 2015 (the “Outside Closing Date Date”) (unless the failure results primarily from Purchaser Purchasers themselves materially breaching any representation, warranty or covenant contained in this Agreement).