In the event that the Closing Date does not occur on or before the date that is April 19, 2019 days after the date hereof, then this Agreement and the Parties’ agreements to consummate the Exchange, shall automatically terminate without further action or notice and without further obligation to any Party; provided, however, that a party hereto shall not have the right to terminate this Agreement if the failure to consummate the transactions contemplated by this Agreement shall be primarily attributable to such party’s failure to satisfy its obligations hereunder.