be satisfied by the Outside Termination Date, (y) has not been waived by Sellers, and (z) Buyer has failed to cure within ten (10) Business Days following receipt of notification thereof by Sellers;
(iv) if Closing has not occurred by the Outside Termination Date; provided that the right to terminate this Agreement under this Section 10.1(d)(iv) shall not be available to Sellers if the failure to so close was primarily due to the failure of Sellers to perform any of their obligations under this Agreement; or
(v) if an Alternative Transaction (including the Back-Up Bid) has been consummated; provided that such Alternative Transaction was proposed prior to the date of the Sale Order.
(e) by either Party, pursuant to Section 6.5.
Each condition set forth in this Section 10.1 pursuant to which this Agreement may be terminated shall be considered separate and distinct from each other such condition. If more than one of the termination conditions set forth in this Section 10.1 are applicable, the applicable Party shall have the right to choose the termination condition pursuant to which this Agreement is to be terminated.
10.2 Effect of Termination. If this Agreement is validly terminated under Section 10.1, except for the provisions of this Section 10.2, Section 10.3, and Article XII which shall survive termination, this Agreement shall terminate and have no effect and, subject to this Section 10.2, each Party shall have no Liability to the other Party hereunder; provided, however, the Confidentiality Agreement shall not be affected by a termination of this Agreement. The Parties hereby agree that if this Agreement is terminated:
(a) pursuant to Section 10.1(d)(iii), then, upon such termination, as Sellers sole and exclusive remedy, Sellers shall be entitled to retain the Deposit as liquidated damages free of any claims by Buyer thereto and Sellers and Buyer shall deliver a joint instruction to the Escrow Agent causing the disbursement of the Deposit to Sellers within five (5) Business Days of such termination;
(b) pursuant to Section 10.1(a) (unless otherwise agreed by the Parties), Section 10.1(b), Section 10.1(c)(i), Section 10.1(c)(ii), Section 10.1(c)(iii), Section 10.1(c)(iv), Section 10.1(c)(v), Section 10.1(d)(i), Section 10.1(d)(ii), Section 10.1(d)(iv), Section 10.1(d)(v) and Section 10.1(e), then Buyer shall be entitled to the delivery of the Deposit, free of any claims by Sellers with respect thereto, and Sellers and Buyer shall deliver a joint instruction to the Escrow Agent causing the disbursement of the Deposit to Buyer within five (5) Business Days of such termination.
10.3 Return of Documentation and Confidentiality. Upon termination of this Agreement, Buyer shall return to Sellers or shall destroy all title, engineering, environmental assessments and/or reports, maps and other information furnished by or on behalf of Sellers to Buyer or its Representatives or prepared by or on behalf of Buyer or its Representative in connection with its due diligence investigation of the Assets, in each case, in accordance with the