/Docs/G/ABA-MSPA-SPA-CmA/Form/SPA/0.md
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Termination
  1. Termination Events
    Subject to Section 10.2, by notice given prior to or at the Closing, this Agreement may be terminated as follows:
    1. by mutual consent of Buyer and Sellers;
    2. by Buyer if a material Breach of any provision of this Agreement has been committed by any Seller;
    3. by Sellers if a material Breach of any provision of this Agreement has been committed by Buyer;
    4. by Buyer if satisfaction of any condition in Section 8 by Buyer.Cond.Satisfy.Deadline.YMD or such later date as the parties may agree upon (the "End Date") becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement);
    5. by Sellers if satisfaction of any condition in Section 9 by the End Date becomes impossible (other than through the failure of any Seller to comply with its obligations under this Agreement);
    6. by Buyer if the Closing has not occurred on or before the End Date, unless Buyer is in material Breach of this Agreement; or
    7. by Sellers if the Closing has not occurred on or before the End Date, unless Sellers are in material Breach of this Agreement.
  2. Effect of Termination
    Each party's right of termination under Section 10.1 is in addition to any other right it may have under this Agreement (including under Section 12.16) or otherwise, and the exercise of a party's right of termination will not constitute an election of remedies. If this Agreement is terminated pursuant to Section 10.1, this Agreement will be of no further force or effect; provided, however, that
    1. this Section 10.2 and Section 12 will survive the termination of this Agreement and will remain in full force and effect, and
    2. the termination of this Agreement will not relieve any party from any liability for any Breach of this Agreement occurring prior to termination.