definiens: shall mean the later of ( i ) January 31, 2016 and ( ii ) the fifth ( 5th ) Business Day following the date on which thePurchaser makes such election ; and provided, further, the right to terminate this Agreement under this Section 9.1(a)will not be available to the Purchaser if its failure, or the Seller Representative if any Seller ’s failure, to fulfill anyobligation under this Agreement has been the cause of, or has resulted in, the failure of the Closing to occur by thisdate;(b ) by the Seller Representative, in the circumstances that the Purchaser has the right to elect toeffect an Alternate Purchase and Sale pursuant to Section 4.1(c ) and the Purchaser shall not have made a timelyelection on or before January 31, 2016;(c ) by either the Seller Representative or the Purchaser in the event that any GovernmentalAuthority has enacted, issued, enforced or entered into any statute, rule, regulation, injunction or other order, restraining, enjoining or otherwise prohibiting the Proposed Transaction that will have become final and non - appealable ; provided, however, that the right to terminate this Agreement under this Section 9.1(c ) will not be availableto the Purchaser if its actions, or the Seller Representative if any Seller ’s actions, resulted in an injunction or otherorder that had the effect of restraining, enjoining or otherwise prohibiting the Proposed Transaction;(d ) by the Purchaser if any Seller shall have breached any of its or their representations andwarranties, covenants or agreements contained in this Agreement, which breach ( i ) can not be cured by the OutsideDate, or if capable of being cured, is not cured by any Seller within ten ( 10 ) Business Days following notice of suchbreach to the Seller Representative and ( ii ) would result in any of the conditions in Section 8.2 not being satisfied bythe Outside Date;(e ) by the Seller Representative if the Purchaser shall have breached any of its representations andwarranties, covenants or agreements contained in this Agreement, which breach ( i ) can not be cured by the OutsideDate or if capable of being cured, is not cured by the Purchaser within ten ( 10 ) Business Days following notice of suchbreach to the Purchaser and ( ii ) which would result in any of the conditions in Section 8.3 not being satisfied by theOutside Date ; or(f ) by the mutual written consent of the Seller Representative and the Purchaser