Common use of Termination Prior to Closing Date Clause in Contracts

Termination Prior to Closing Date. (a) This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date: (i) By mutual written consent of B▇▇▇▇ and S▇▇▇▇▇; (ii) By either Buyer or Seller if: (A) subject to Section 7.2(q), if the Closing Date has not occurred on or before July 31, 2023 or another date mutually agreed to in writing by B▇▇▇▇ and Seller; provided, that the right to terminate this Agreement under this Section 8.1(a)(ii)(A) will not be available to any Party whose failure to fulfill any material obligation under this Agreement has been the cause of the failure of the Closing Date to have occurred on or before such date; (B) a Governmental Authority shall have issued an Order or taken any other action, in each case that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the Transaction or any part of it; provided that this Agreement shall not be terminated unless the Party terminating this Agreement has utilized commercially reasonable efforts to oppose the issuance of such Order, decree or ruling or the taking of such action; (iii) By Buyer, if (i) any of the representations and warranties of Seller or Owners in this Agreement become untrue or inaccurate in any material respect such that Section 7.2(a) would not be satisfied or (ii) there has been a material breach on the part of Seller or Owners of any of their respective covenants or agreements contained in this Agreement such that Section 7.2(e) would not be satisfied; or (iv) By Seller if (i) any of the representations and warranties of Buyer or JWI in this Agreement become untrue or inaccurate in any material respect such that Section 7.3(a) would not be satisfied or (ii) there has been a material breach on the part of Buyer or JWI of any of its covenants or agreements contained in this Agreement such that Section 7.3(b) would not be satisfied; or (v) [Intentionally Omitted]

Termination Prior to Closing Date. (a) This Agreement may be terminated and the Transaction may be abandoned at any time shall terminate prior to the Closing DateDate upon the earliest of: (ia) By the date on which this Agreement is terminated by the mutual written consent of B▇▇▇▇ and S▇▇▇▇▇the Parties; (iib) By either Buyer the date on which this Agreement is terminated by written notice of the Company to Supplier as a result of a breach of any representation or Seller if:warranty or failure to perform any covenant or agreement on the part of Supplier under this Agreement occurs that would cause any condition in Section 5.1(a) or Section 5.1(b) not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date; provided that the Company is not then in breach of this Agreement so as to cause any condition in Section 5.2(a) or Section 5.2(b) not to be satisfied; (Ac) subject the date on which this Agreement is terminated by written notice of Supplier to the Company as a result of a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 7.2(q)5.2(a) or Section 5.2(b) not to be satisfied, if and such breach or failure is incapable of being cured on or prior to the Outside Date; provided that Supplier is not then in breach of this Agreement so as to cause any condition in Section 5.1(a) or Section 5.1(b) not to be satisfied; (d) the date on which this Agreement is terminated by written notice of Supplier to the Company on the Bankruptcy of the Company, or by written notice of the Company to Supplier on the Bankruptcy of Supplier; or (e) written notice by either Party to the other in the event the Closing Date has not occurred on or before July 31prior to the Outside Date, 2023 or another date mutually agreed to in writing by B▇▇▇▇ and Seller; provided, except that the right to terminate this Agreement under this Section 8.1(a)(ii)(A10.1(e) will shall not be available to any Party whose failure to fulfill any material obligation of its obligations or breach of any of its representations, warranties or covenants under this Agreement has been the cause of of, or resulted in, the failure of the Closing Date to have occurred on or before occur by such date; (B) a Governmental Authority shall have issued an Order or taken any other action, in each case that has become final and non-appealable and that restrains, enjoins or otherwise prohibits the Transaction or any part of it; provided that this Agreement shall not be terminated unless the Party terminating this Agreement has utilized commercially reasonable efforts to oppose the issuance of such Order, decree or ruling or the taking of such action; (iii) By Buyer, if (i) any of the representations and warranties of Seller or Owners in this Agreement become untrue or inaccurate in any material respect such that Section 7.2(a) would not be satisfied or (ii) there has been a material breach on the part of Seller or Owners of any of their respective covenants or agreements contained in this Agreement such that Section 7.2(e) would not be satisfied; or (iv) By Seller if (i) any of the representations and warranties of Buyer or JWI in this Agreement become untrue or inaccurate in any material respect such that Section 7.3(a) would not be satisfied or (ii) there has been a material breach on the part of Buyer or JWI of any of its covenants or agreements contained in this Agreement such that Section 7.3(b) would not be satisfied; or (v) [Intentionally Omitted]date.‌