This Purchase Agreement may be terminated by SPTL or AUO upon notice thereof to the other Party if the Closing Date has not occurred by September 30, 2016 (the “Outside Date”), provided that a Party may not terminate this Purchase Agreement if the reason the Closing Date has not occurred is a material breach by such Party of any representation or obligation of such Party under this Purchase Agreement. In the event this Purchase Agreement is validly terminated, then the Settlement Agreement shall be automatically terminated and shall be of no further force and effect as provided therein. If this Purchase Agreement is validly terminated without Closing, then all amounts tendered or paid pursuant to the Supply Agreement shall be immediately returned, and any portion of the Purchase Price tendered or paid shall be immediately returned.