Common use of Termination Termination Clause in Contracts

Termination Termination. This Agreement may be terminated at any time prior to the Closing Date: (a) by the mutual written agreement of Purchaser and Seller; (b) by Seller or Purchaser if there shall have been a breach of any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in this Agreement by the other party and written notice of such breach is provided by the terminating party to the party committing such breach, either individually or in the aggregate with all other breaches by such party, such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Purchaser) or Section 9.2(c) or 9.2(d) (in the case of a termination by Seller) would not be satisfied, and (i) such breach is not reasonably capable of being cured or (ii) if such breach is reasonably capable of being cured, is not cured by the date that is forty-five (45) calendar days following written notice thereof (or such fewer days as remain prior to the Termination Date) to the party committing such breach; provided in each case that the terminating party is not then in breach of any representation, warranty, covenant or other agreement of such terminating party contained herein such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Seller) or Section 9.2(c) or 9.2(d) (in the case of a termination by Purchaser), as applicable, would not be satisfied; (c) by Seller or Purchaser, in the event Closing has not occurred by April 16, 2025 (the “Termination Date”) unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; provided that, if on the Termination Date all conditions set forth in Article 9 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing, and such conditions would be satisfied at the Closing) but Purchaser’s provider of its core processing system is unable to perform the conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities by the Termination Date, Purchaser may extend the Termination Date from time to time by a total of ninety (90) days by providing written notice to Seller on or prior to the Termination Date, which extended date shall thereafter be considered the Termination Date, unless the failure of the Closing to occur is due to a breach of this Agreement by the party seeking to terminate; or (d) by Seller or Purchaser, if any governmental agencies or authorities that must grant a Regulatory Approval has denied approval of the P&A Transaction or the transactions contemplated hereby, and such denial has become final and nonappealable or any governmental agency or authority of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the P&A Transaction or the transactions contemplated hereby, unless the failure to obtain a Regulatory Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein.

Termination Termination. This Agreement may be terminated at any time on or prior to the Closing DateDate only as follows: by written consent of each Party; at the election of any Party, if the Closing shall not have occurred on or before the date which is one hundred (a100) by days from the mutual written agreement of Purchaser and Seller; date hereof, provided that no Party shall be entitled to terminate this Agreement pursuant to this clause (b) by Seller or Purchaser if there shall have been a breach of such Party's failure to fulfill any of the covenants or agreements or any of the representations or warranties (or any such representation or warranty shall cease to be true) set forth in obligation under this Agreement by has been the other party and written notice of such breach is provided by the terminating party to the party committing such breachcause of, either individually or in the aggregate with all other breaches by such partyresulted in, such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Purchaser) or Section 9.2(c) or 9.2(d) (in the case of a termination by Seller) would not be satisfied, and (i) such breach is not reasonably capable of being cured or (ii) if such breach is reasonably capable of being cured, is not cured by the date that is forty-five (45) calendar days following written notice thereof (or such fewer days as remain prior to the Termination Date) to the party committing such breach; provided in each case that the terminating party is not then in breach of any representation, warranty, covenant or other agreement of such terminating party contained herein such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Seller) or Section 9.2(c) or 9.2(d) (in the case of a termination by Purchaser), as applicable, would not be satisfied; (c) by Seller or Purchaser, in the event Closing has not occurred by April 16, 2025 (the “Termination Date”) unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; provided that, if on the Termination Date all conditions set forth in Article 9 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing, and such conditions would be satisfied at the Closing) but Purchaser’s provider of its core processing system is unable to perform the conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities by the Termination Date, Purchaser may extend the Termination Date from time to time by a total of ninety (90) days by providing written notice to Seller on or prior to the Termination Date, which extended date shall thereafter be considered the Termination Date, unless the failure of the Closing to occur is due to before such date; by any Party if a breach of this Agreement by the party seeking to terminate; or (d) by Seller or Purchaser, if any governmental agencies or authorities that must grant a Regulatory Approval has denied approval of the P&A Transaction or the transactions contemplated hereby, and such denial has become final and nonappealable or any governmental agency or authority court of competent jurisdiction shall have issued a final and nonappealable order an order, decree or ruling permanently restrain, enjoining or otherwise prohibiting the consummation of the P&A Transaction or the transactions contemplated herebyby this Agreement, unless and such order, decree, ruling or other action shall have become final and nonappealable; or by either Buyer or Sellers if a condition to its obligation to perform becomes incapable of fulfillment by the failure to obtain a Regulatory Approval shall be due to other. Notwithstanding the failure of foregoing, the party seeking right to terminate this Agreement under this Section 10.1(d) shall not be available to Buyer or Sellers if its condition to perform or observe became incapable of fulfillment due to its failure to fulfill any obligation under this Agreement. Obligations Upon Termination. In the obligationsevent that this Agreement shall be terminated pursuant to Section 10.1 hereof, covenants all obligations of the Parties under this Agreement shall terminate except (i) as set forth in Sections 7.1(a), 14.2 and agreements 14.18 hereof, and (ii) that nothing herein will relieve any Party from liability for any breach of this Agreement. Except for any termination pursuant to Section 10.1(a) above, the termination of this Agreement shall be effectuated by the delivery by the Party terminating this Agreement to each other Party of a written notice of such party set forth herein.termination. TAX

Termination Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing Dateas set forth below: (a) by the mutual written agreement consent of Purchaser Buyer and Seller; (b) by Seller either Buyer, on the one hand, or Purchaser Seller, on the other hand, by giving written notice of such termination to the applicable other Party or Parties, if: (i) the Closing shall not have occurred on or prior to the close of business (eastern time) on the four-month anniversary of the date of this Agreement (as it may be extended below, the “Outside Date”); provided, that the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any Party whose willful and knowing breach of, or willful and knowing failure to perform or comply with, any obligation under this Agreement was primarily responsible for the failure of the Closing to occur on or before the Outside Date; (ii) any Law has been enacted, enforced, entered, adopted or promulgated having the effect of making illegal or otherwise prohibiting the Transactions, or if any Governmental Entity of competent jurisdiction shall have issued an Order permanently enjoining or otherwise prohibiting the Transactions and such Order shall have become final and nonappealable such that the condition in Section 5.1(b) cannot be satisfied; provided, that the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available to any Party whose willful and knowing breach of, or willful and knowing failure to perform or comply with, any obligation under this Agreement has been the cause of, or resulted in, the issuance of such Order; or (c) by Seller, if there shall have been a breach of of, or a failure to perform or comply with, any of the covenants or agreements or a failure to be true of any of the representations or warranties (on the part of Buyer, which breach, failure to perform or any such representation comply with or warranty shall cease failure to be true) set forth in this Agreement by the other party and written notice of such breach is provided by the terminating party to the party committing such breach, either individually or in the aggregate with all other breaches by such party, such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Purchaser) or Section 9.2(c) or 9.2(d) (in the case of a termination by Seller) would not be satisfied, and (i) such breach is not reasonably capable of being cured or (ii) if such breach is reasonably capable of being cured, is not cured by the date that is forty-five (45) calendar days following written notice thereof (or such fewer days as remain prior to the Termination Date) to the party committing such breach; provided in each case that the terminating party is not then in breach of any representation, warranty, covenant or other agreement of such terminating party contained herein such that any of the conditions set forth in Section 9.1(c) or 9.1(d) (in the case of a termination by Seller) or Section 9.2(c) or 9.2(d) (in the case of a termination by Purchaser), as applicable, would not be satisfied; (c) by Seller or Purchaser, in the event Closing has not occurred by April 16, 2025 (the “Termination Date”) unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein; provided that, if on the Termination Date all conditions set forth in Article 9 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing, and such conditions would be satisfied at the Closing) but Purchaser’s provider of its core processing system is unable to perform the conversion of the data processing with respect to the Branches and the Assets and Assumed Liabilities by the Termination Date, Purchaser may extend the Termination Date from time to time by a total of ninety (90) days by providing written notice to Seller on or prior to the Termination Date, which extended date shall thereafter be considered the Termination Date, unless the failure of the Closing to occur is due to a breach of this Agreement by the party seeking to terminate; or (d) by Seller or Purchaser, if any governmental agencies or authorities that must grant a Regulatory Approval has denied approval of the P&A Transaction or the transactions contemplated hereby, and such denial has become final and nonappealable or any governmental agency or authority of competent jurisdiction shall have issued a final and nonappealable order permanently enjoining or otherwise prohibiting the consummation of the P&A Transaction or the transactions contemplated hereby, unless the failure to obtain a Regulatory Approval shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the obligations, covenants and agreements of such party set forth herein.either