Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing: (a) by mutual written consent of the Seller Representative and the Buyer; (b) by the Buyer if any Seller or the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 13, and which breach cannot be cured by such Seller or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b) if the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12); (c) by the Seller Representative if the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12, and which breach cannot be cured by the Buyer, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13); (d) by the Seller Representative or the Buyer if (i) there shall be a final, non-appealable order of a federal or state court in effect permanently preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) by the Seller Representative or the Buyer if the Closing shall not have been consummated by May 31, 2020 (the “Outside Date”), provided that if the Closing has not occurred as of the Outside Date solely because the consent of the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right to terminate this Agreement under this Section 14.1 (e) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual written consent of the Seller Representative and the Buyer; (b) by the Buyer if any Seller or the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, which Agreement and has not cured such breach would give rise within thirty (30) days after written notice to the Seller (provided that the Buyer is not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for (1) a breach which by its nature cannot be cured or (2) a failure to make delivery of any stock certificates evidencing the shares of Summit View in accordance with Section 9.11(a)) such that the conditions set forth in Section 13, and which breach cannot be cured by such Seller 9.1 or the CompanySection 9.2 hereof, as the case may be, or, if capable of being cured, shall will not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b) if the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12)satisfied; (c) by the Seller Representative if the any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement, which Agreement and has not cured such breach would give rise within thirty (30) days after written notice to the failure Buyer (provided that the Seller is not then in material breach of any the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 128.1 or Section 8.2 hereof, and which breach canas the case may be, will not be cured by the Buyer, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13)satisfied; (d) by the Seller Representative or the Buyer if (i) there shall be a final, non-appealable order of a federal or state court of competent jurisdiction in the United States in effect permanently preventing preventing, restraining, enjoining or otherwise prohibiting consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or; (e) by the Buyer if the consent of the STB shall not have been granted and all appeals of such determination shall have been taken and unsuccessful; or (f) by the Seller Representative or the Buyer if the Closing shall not have been consummated by May 31, 2020 (within nine months after the “Outside Date”), date hereof; provided that if the Closing has not occurred as of the Outside Date solely because the consent of the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right to terminate this Agreement under this Section 14.1 (e10.1(f) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or resulted in, if the failure of the Closing to occur on or before have occurred was primarily due to the failure of such dateparty to perform any of its obligations under this Agreement.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated by written notice at any time before the Closing: (a) by mutual written consent of the Seller Representative Sellers and the BuyerBuyers; (b) by the Buyer Buyers if any Seller or the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, which Agreement and has not cured such breach would give rise within thirty (30) days after written notice to the failure Sellers (provided that the Buyers are not then in material breach of any the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which by its nature cannot be cured) such that the conditions set forth in Section 13, and which breach cannot be cured by such Seller 9.1 or the CompanySection 9.2 hereof, as the case may be, or, if capable of being cured, shall will not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b) if the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12)satisfied; (c) by the Seller Representative Sellers if the any Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement and has not cured such breach within thirty (30) days after written notice to such Buyer (provided that the Sellers are not then in material breach of the terms of this Agreement; and provided, further, that no cure period shall be required for a breach which breach would give rise to the failure of any of by its nature cannot be cured) such that the conditions set forth in Section 128.1 or Section 8.2 hereof, and which breach canas the case may be, will not be cured by the Buyer, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13)satisfied; (d) by the Seller Representative Sellers or the Buyer if Buyers if: (i) there shall be a final, non-appealable order of a federal or state court in effect permanently preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable final action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and or deemed applicable to the transactions contemplated hereby by any Governmental Entity that which would make consummation of the transactions contemplated hereby illegal; or (e) by the Seller Representative Sellers or the Buyer Buyers if the Closing shall not have been consummated by May 31June 30, 2020 (the “Outside Date”), 2005; provided that if the Closing has not occurred as of the Outside Date solely because the consent of the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right to terminate this Agreement under this Section 14.1 (e10.1(e) shall not be available to any party whose failure to fulfill any material covenant obligation under this Agreement has been both willful and the cause of, or resulted in, the failure of the Closing to occur on or before such date.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this This Agreement may be terminated at any time before the Closing: (a) by By mutual written consent of the Seller Representative and the Buyer; (b) by the By Seller, if (i) any of Buyer's representations or warranties made in this Agreement proves to be materially inaccurate or (ii) Buyer if commits a material breach of any Seller or the Company has breached any representation, warranty, covenant or agreement contained in obligation under this Agreement, which breach would give rise is not cured within 10 days following written notice of such breach by Seller to the failure of Buyer; (c) By Seller, any of the conditions set forth in Section 13, and which breach cannot be cured by such Seller time on or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) after the date that is 30 calendar 120 days after receipt by the Seller Representative date of notice this Agreement, if the condition contained in writing from Section 9.1(c) has not been satisfied or waived; (d) By Seller, at any time on or after the Buyer specifying date that is 120 days after the nature date of such breach and requesting that it be cured (this Agreement, if the condition contained in Section 9.1(d) has not been satisfied or waived; provided, however, that the Buyer Seller shall not have the right to terminate this Agreement pursuant to under this Section 14.1(b10.1(d) if Seller sought, or failed to use best efforts to oppose, the Buyer is then in breach of the terms of this Agreement which breach would give rise to the failure entry of any of the conditions set forth Order described in Section 129.1(d); (ce) by the By Buyer, if (i) any of Seller's representations or warranties made in this Agreement proves to be materially inaccurate or (ii) Seller Representative if the Buyer has breached commits a material breach of any representation, warranty, covenant or agreement contained in obligation under this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12, and which breach canis not be cured by the Buyer, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar within 10 days after receipt by the Buyer of following written notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right by Buyer to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is then in breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13)Seller; (df) by By Buyer, in the Seller Representative or the Buyer if (ievent that any Order described in Section 9.2(c) there shall be a final, non-appealable order of a federal or state court in effect permanently preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and deemed applicable to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; oris entered; (eg) by the Seller Representative By Buyer, at any time on or the Buyer if the Closing shall not have been consummated by May 31after April 30, 2020 (the “Outside Date”), provided that 2003 if the Closing has not occurred as of then occurred; (h) Automatically, upon the Outside Date solely because Sterling Bankruptcy Court entering an Order approving a Superior Transaction which becomes a Final Order; (i) By Buyer, if the consent of the SBA Sale Order has not been obtained as of such dateentered by the Sterling Bankruptcy Court by February 28, then 2003 or has not become a Final Order by March 11, 2003; or (j) By Buyer, if the Outside Date shall be automatically extended for an additional period of sixty (60) daysSale Procedures Order has not been entered by the Sterling Bankruptcy Court by January 16, provided further that 2003 or has not become a Final Order by January 20, 2003. Notwithstanding the right to terminate this Agreement under this Section 14.1 (e) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause offoregoing, or resulted in, neither Seller nor Buyer may rely on the failure of any condition to closing, set forth in Section 9.1 or Section 9.2, respectively, to be satisfied as a basis for termination if such failure was caused by such party's breach of this Agreement or failure to use all commercially reasonable efforts to cause the Closing to occur on occur, as provided for in this Agreement, or before if such dateparty is otherwise in material breach of this Agreement.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before the Closing: (a) by mutual written consent agreement of the Seller Representative Company and the BuyerParent; (b) by the Buyer Company or Parent if any Seller the Closing shall not have been consummated prior to August 31, 2007 (the “Termination Date”); provided that the Parent or the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of Stockholders’ Representative may extend such date by one (1) additional month if the conditions set forth in Section 13, Sections 11.2 and which breach cannot 11.4 are the only conditions remaining to be cured by satisfied on such Seller or the Company, as the case may be, or, if date (other than those conditions that are capable of being cured, shall not have been cured prior satisfied only as of the Closing) and such party reasonably believes in good faith that such conditions are likely to the earlier of (i) two (2) Business Days prior to the Outside Date be satisfied within such additional one-month period; and (ii) the date further provided that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to under this Section 14.1(b) if the Buyer is then in breach of the terms of 14.1 shall not be available to any party whose failure to fulfill any material obligation under this Agreement which breach would give rise to has been both willful and the cause of, or resulted in, the failure of any of the conditions set forth in Section 12)Closing to occur on or before such date; (c) by the Seller Representative if the Buyer has breached any representationCompany, warranty, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12, and which breach cannot be cured by the Buyer, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date provided that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (provided, that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c) if any Seller or the Company is not then in breach of the terms any of its obligations hereunder, if (i) Parent fails to perform in all material respects any covenant in this Agreement which breach would give rise when performance thereof is due and does not cure the failure within thirty (30) days after the Company delivers written notice thereof, or (ii) any other condition in Article XI or Article XII has not been satisfied and is not capable of being satisfied prior to the failure of any of the conditions set forth in Section 13)Termination Date; (d) by the Seller Representative Parent, provided that neither Parent nor Merger Sub is then in breach of any of its obligations hereunder, if (i) the Company fails to perform in all material respects any covenant in this Agreement when performance thereof is due and does not cure the failure within thirty (30) days after the Parent delivers written notice thereof, or (ii) any other condition in Article XI or Article XIII has not been satisfied and is not capable of being satisfied prior to the Buyer if Termination Date, (e) by the Company or Parent if: (i) there shall be a final, non-appealable order of a federal or state court in effect permanently (that is not the result of any Action initiated by the terminating Party or any of its Affiliates) preventing consummation of the transactions contemplated hereby; or (ii) there shall be any final, non-appealable final action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued and or deemed applicable to the transactions contemplated hereby hereby, by any Governmental Entity that which would make consummation of the transactions contemplated hereby illegal; (f) by Parent or the Company in the event that the Company fails to obtain the Required Shareholder Vote and to deliver true and complete evidence thereof not later than the close of business on the 30th day following the date hereof; or (eg) by the Seller Representative or the Buyer Company if the Closing shall Commitment Letter is terminated and not have been consummated replaced in full within thirty (30) Business Days thereafter by May 31, 2020 (the “Outside Date”), provided that if the Closing has not occurred as of the Outside Date solely because the consent of the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right one or more new commitment letters from alternate financing sources. The party desiring to terminate this Agreement under pursuant to this Article XIV shall give written notice of such termination to the other party in accordance with Section 14.1 (e) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date16.8 hereof.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time before prior to the Closing: (a) by mutual written consent agreement of the Seller Representative and the Buyer; (b) by the either Buyer or Seller if any Seller Governmental Entity having competent jurisdiction has issued a final, non-appealable order, decree, ruling or injunction (other than a temporary restraining order) or taken any other action permanently restraining, enjoining or otherwise prohibiting the Company has breached any representation, warranty, covenant or agreement contained in transactions contemplated by this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 13, and which breach cannot be cured by such Seller or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date ; provided that is 30 calendar days after receipt by the Seller Representative of notice in writing from the Buyer specifying the nature of such breach and requesting that it be cured (provided, that the Buyer shall not have the right to terminate this Agreement pursuant to this Section 14.1(b9.1(b) if the Buyer is then in breach of the terms of shall not be available to any Party whose failure to comply with its obligations under this Agreement has been the primary cause of such order, decree, ruling, injunction or other action; (c) by Buyer, in the event of any breach by Seller of any of its representations, warranties, covenants or agreements contained herein, which breach would give rise to result in the failure of to satisfy any of the conditions set forth in Section 12); (c) by the Seller Representative if the Buyer has breached any representation8.2 or Section 8.3, warrantyand in each case, covenant or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 12, and which Seller to cure such breach cannot be cured by the Buyer, or, (if capable of being cured, shall not have been cured prior to cure) within the earlier of (ix) two fifteen (215) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of Buyer requesting such breach and requesting that it to be cured and (provided, y) the Outside Date; provided that the Seller Representative shall not have the right to terminate this Agreement pursuant to this Section 14.1(c9.1(c) if shall not be available to Buyer at any Seller or the Company time that Buyer is then in breach of the terms any of this Agreement Buyer’s representations, warranties, covenants or agreements contained herein which breach would give rise to result in the failure of to satisfy any of the conditions set forth in Section 13);7.2 or Section 7.3 as of the date of termination if the Closing were to occur on such date; and (d) by the Seller Representative or the Buyer Seller, if (i) there shall all of the conditions set forth in Article VIII are satisfied or waived (other than those conditions that by their nature are to be a finalsatisfied by actions taken at the Closing, non-appealable order which are, at the time of a federal termination of this Agreement, capable of being satisfied if the Closing were to occur at such time), (ii) on or state court after the date Closing should have occurred pursuant to Section 3.3, Seller has notified Buyer in effect permanently preventing consummation writing that all conditions set forth in Article VII have been satisfied (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, which are, at the time of termination of this Agreement, capable of being satisfied if the Closing were to occur at such time) or waived and Seller is ready, willing and able to consummate the transactions contemplated hereby; by this Agreement on such date and (iii) Buyer fails to consummate the transactions contemplated by this Agreement on or before the third (3rd) Business Day after delivery of the notice referred to in clause (ii) there shall be any final, non-appealable action taken, or any judgement, decree, statute, rule, regulation or order enacted, promulgated or issued of this Section 9.1(d) and deemed applicable Seller was prepared to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegal; or (e) by the Seller Representative or the Buyer if consummate the Closing shall not have been consummated by May 31, 2020 on each day during such three (the “Outside Date”), provided that if the Closing has not occurred as of the Outside Date solely because the consent of the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (603) days, provided further that the right to terminate this Agreement under this Section 14.1 (e) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such dateBusiness Day period.

Conditions of Termination. Notwithstanding anything to the contrary contained herein, This Agreement may be terminated only in accordance with this Section 8.1. This Agreement may be terminated at any time before the ClosingClosing as follows: (a) by By mutual written consent of the Seller Representative Sellers and the Buyer; (b) By WSC, by the Buyer if any Seller written notice to Buyer, or the Company has breached any representationby Buyer, warrantyby written notice to WSC, covenant on or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth in Section 13, and which breach cannot be cured by such Seller or the Company, as the case may be, or, if capable of being cured, shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) after the date that is 30 calendar 180 days after receipt the date of this Agreement (the "TERMINATION DATE"), subject, however, to extension by the mutual written consent of Sellers and Buyer, if the Closing shall not have occurred on or prior to the Termination Date; provided, however, that a party shall not have the right to terminate this Agreement under this Section 8.1(b) if any Seller Representative (in case of termination by WSC) or Buyer (in case of termination by Buyer) is then in material breach of this Agreement; (c) By WSC, by written notice in writing from the Buyer specifying the nature of such breach to Buyer, or by Buyer, by written notice to WSC, if any injunction or other order contemplated by Section 7.1(d) and requesting that it be cured (Section 7.2(d) shall have become effective; provided, however, that the party seeking to terminate this Agreement pursuant to this Section 8.1(c) has used its commercially reasonable efforts to remove such injunction or other order; (d) By WSC, by written notice to Buyer, if WSC has previously provided Buyer with notice of any inaccuracy of any representation or warranty contained in Section 4.2 which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Buyer Material Adverse Effect, or a material failure to perform any covenant of Buyer contained in this Agreement or any Ancillary Agreement to which Buyer is party, and Buyer has failed, within 10 days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to WSC of Buyer's ability, to remedy such inaccuracy or perform such covenant; provided, however, that WSC shall not have the right to terminate this Agreement under this Section 8.1(d) if any Seller is then in material breach of this Agreement; (e) By Buyer, by written notice to WSC, if Buyer has previously provided WSC with notice of any inaccuracy of any representation or warranty of any Seller contained in Section 4.1, which inaccuracy could reasonably be expected to result in, individually or in the aggregate with the results of other inaccuracies, a Sellers Material Adverse Effect, or a material failure to perform any covenant of any Seller contained in this Agreement or any Ancillary Agreement to which any Seller is party, and any Seller has failed, within 10 Business Days after such notice, to remedy such inaccuracy or perform such covenant or provide reasonably adequate assurance to Buyer of such Seller's ability to remedy such inaccuracy or perform such covenant; provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to under this Section 14.1(b8.1(e) if the Buyer is then in material breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 12)Agreement; (cf) By Buyer, by the Seller Representative written notice to WSC, if the Buyer has breached any representationevent, warranty, covenant fact or agreement contained in this Agreement, which breach would give rise to the failure of any of the conditions set forth circumstance identified in Section 12, and which breach cannot be cured by the Buyer, or, if capable of being cured, 7.2(j) shall not have been cured prior to the earlier of (i) two (2) Business Days prior to the Outside Date and (ii) the date that is 30 calendar days after receipt by the Buyer of notice in writing from the Seller Representative specifying the nature of such breach and requesting that it be cured (occurred; provided, however, that the Seller Representative Buyer shall not have the right to terminate this Agreement pursuant to under this Section 14.1(c8.1(f) if any Seller or the Company Buyer is then in material breach of the terms of this Agreement which breach would give rise to the failure of any of the conditions set forth in Section 13)Agreement; (dg) By Buyer, by written notice to WSC, if the Bankruptcy Sale Order (in the form attached as Exhibit A or in other form satisfactory to Buyer) is not entered by the Seller Representative or Bankruptcy Court within 30 days of the Buyer date of this Agreement; (h) By Buyer, by written notice to WSC, if (i) there shall be a finalWSC Shutdown occurs or WSC ceases substantially all of its business operations, non-appealable order of a federal or state court in effect permanently preventing consummation either of the transactions contemplated hereby; or foregoing events is authorized by WSC's board of directors, (ii) there shall be any final, non-appealable action taken, the Bankruptcy Court enters an order authorizing (A) a WSC Shutdown or any judgement, decree, statute, rule, regulation a cessation of substantially all of WSC's business operations or order enacted, promulgated (B) the liquidation of WSC's estate or issued and deemed applicable (iii) WSC's chapter 11 case is converted to the transactions contemplated hereby by any Governmental Entity that would make consummation of the transactions contemplated hereby illegala chapter 7 case; or (ei) By Buyer, by the Seller Representative written notice to WSC on or the Buyer if the Closing shall not have been consummated by prior to May 31, 2020 (the “Outside Date”)2004, provided that if the Closing has not occurred as members of the Outside Date solely because ISU have not ratified the consent of collective bargaining agreement between the SBA has not been obtained as of such date, then the Outside Date shall be automatically extended for an additional period of sixty (60) days, provided further that the right to terminate this Agreement under this Section 14.1 (e) shall not be available to any party whose failure to fulfill any material covenant under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such dateISU and Buyer.