This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties, if the Closing has not been consummated on or before March 15, 2017; provided , however , that such termination will not affect the right of any party to sue for any breach by the other party (or parties). For the avoidance of doubt, even absent termination by the Purchaser, the Company needs to, no earlier than 30 days from the date hereof and no later than 45 days from the date hereof and subject to there not being a Material Adverse Effect and the Company not being in default or breach of this Agreement or the Debenture, specifically request the Subsequent Financing payment be made by the Purchaser. The Company’s representations and warranties shall survive the termination of this Agreement.