At any time prior to the Closing Date, this Agreement may be terminated (i) by the consent of the Purchaser and Seller, (ii) by Seller if there has been a material misrepresentation, breach of warranty or breach of covenant by Purchaser in its representations, warranties and covenants set forth herein, (iii) by Purchaser if there has been a material misrepresentation, breach of warranty or breach of covenant by the Seller in its representations, warranties and covenant set forth herein, (iv) by the Seller if the conditions stated in Section 8(b) have not been satisfied at or prior to the Closing Date, or (v) by Purchaser if the conditions stated in Section 8(a) have not been satisfied at or prior to the Closing Date.