Extract to table

The First Amendment would extend the outside date — the date by which the closing of the transactions contemplated by the EPA must occur or either party may elect to terminate — from December 31, 2022 to March 31, 2023

01(b)(i) of the EPA, which provides, in relevant part: "This Agreement may be terminated at any time prior to the Closing by either the Buyer or the Seller Representative, by written notice to the other party, if the Closing shall not have occurred on or before December 31, 2022 (the 'End Date'); provided, however, that the right to terminate this Agreement pursuant to this Section 10

01(b)(i) shall not be available to any party whose failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or before such date

" This provision is a standard "drop dead" termination right that functions as a mutual option exercisable by either the buy-side or sell-side if the transaction has not closed by the specified date, subject to the important qualification that the terminating party must not itself be in material breach of its obligations under the EPA

Many R&W insurance policies include a provision stating that the policy must "attach" (i

coverage must become effective upon closing) within a specified period — often 90 or 120 days — after the binding date