Common use of Termination by the Purchaser Clause in Contracts

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: (i) the Closing does not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iiiii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iviii) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This Agreement may be terminated The Purchaser shall have the right to terminate this Agreement, at any time prior to the Closing by the Purchaser following the occurrence of any of the following events Closing, if: (each i) there has been a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty warranty, covenant or covenant applicable to it agreement made by the Seller in any material respect under this Agreement: (i, or any such representation and warranty shall have become untrue after the date of this Agreement, such that Section 5.03(a) the Closing does or Section 5.03(b) would not occur on be satisfied and such breach or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be satisfiedtrue is not curable or, which failure cannot be cured or if curable, is not cured before prior to the earlier of (A) fifteen thirty (1530) Business Days after receipt of days following written notice thereof by to the Company Seller from the Purchaser of such breach or failure and (B) the Closing Termination Date;; provided, that, the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 6.01(d) if the Purchaser is then in material breach of any of its representations, warranties, covenants or agreements under this Agreement; or (iiiii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen the conditions to Closing set forth in Section 5.01 and Section 5.03 have been satisfied or waived (15) Business Days after receipt of written notice other than those conditions that, by their terms, are to be satisfied at Closing; provided, that, those conditions would have been satisfied if the Company from the Purchaser and Closing were to occur on such date), (B) the Seller fails to consummate the Closing Date; or within two (iv2) any Governmental Authority Business Days of competent jurisdictionthe date the Closing should have occurred pursuant to Section 1.05, enters a Final Order declaring this Agreement or any material portion hereof (C) the Purchaser has confirmed by written notice to be unenforceablethe Seller that it is ready, willing and able to consummate the Closing on the date of such written notice and throughout the immediately subsequent three (3) Business Day period and (D) the Seller fails to consummate the Closing within three (3) Business Days following receipt of such written notice.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this AgreementEffective Time if: (i) the Closing does not occur on Company Board or before any committee thereof: (A) fails to publicly make the Closing DateCompany Recommendation in the Company Proxy Statement; (B) withdraws, modifies, qualifies or changes, in a manner adverse to the Purchaser, the Company Recommendation; (C) fails to reaffirm the Company Recommendation as contemplated by Section 5.1(h); (D) accepts, approves, endorses or recommends any Company Acquisition Proposal; or (E) publicly proposes or announces its intention to do any of the foregoing (each of the foregoing a “Company Change of Recommendation”); (ii) the failure Company: (A) enters into an Acquisition Agreement in respect of any Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by Section 5.1(d)); or (B) breaches any of its material obligations or material covenants set forth in Section 5.1; (iii) subject to compliance with Section 6.3, the Company breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 6 hereof 7.1 or Section 7.3 not to be satisfiedsatisfied by the Outside Date, which failure cannot be and such breach is incapable of being cured or is not cured before in accordance with the earlier terms of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from Section 6.3, provided, however, that the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty is not then in any material respect or breaches any covenant applicable to it in any material respect under breach of this Agreement and if such breach is curable, it is so as to cause any of the conditions set forth in Section 7.1 or Section 7.2 not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Dateto be satisfied; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceableCompany Material Adverse Effect has occurred and is continuing.

Termination by the Purchaser. This The Purchaser may terminate this Agreement may be terminated at any time prior to the Closing by the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser shall not be permitted to terminate this Agreement if at the time of such termination the Purchaser is in Seller: (a) upon a material breach of any representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement or the Ancillary Agreements, or if any representation or warranty of the Seller shall have become untrue, incomplete or covenant applicable to it incorrect, in any material respect under this Agreement: (i) either case which has rendered the Closing does not occur on or before the Closing Date; (ii) the failure of any satisfaction of the conditions set forth in Section 6 hereof to be satisfied6.01(a) incapable of fulfillment, which failure cannot be and such violation or breach has neither been waived by the Purchaser nor cured or is not cured before by the earlier Seller within 30 days of (A) fifteen (15) Business Days after the Seller’s receipt of written notice thereof by the Company of such violation or breach from the Purchaser and (B) Purchaser; provided, however, that the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable right to it in any material respect terminate this Agreement under this Agreement and if such breach is curable, it is Section 7.03(a) shall not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from be available to the Purchaser and (B) if the Closing DatePurchaser is then in material breach of any representation, warranty, covenant or agreement set forth in this Agreement or the Ancillary Agreements; or (ivb) any Governmental Authority if (i) the Closing shall not have occurred by November 30, 2018 (the “Termination Date”); provided, that the Termination Date may be extended by mutual written consent of competent jurisdiction, enters the Purchaser and the Seller and (ii) the failure of the Closing to occur on or before such date is not caused by a Final Order declaring failure of the Purchaser to perform and comply in all material respects with its covenants and agreements contained in this Agreement or any material portion hereof of the Ancillary Agreements that are required to be unenforceableperformed or complied with at or prior to Closing.

Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing Date by the Purchaser following the occurrence if (a) there has been a breach by any Seller of any representation or warranty contained in this Agreement that is qualified as to materiality or a material breach of any representation and warranty that is not so qualified, which breach is not curable, or if curable, is not cured within thirty (30) days after notice of such breach is given by Purchaser to Company; (b) there has been a material breach of any of the following events covenants or agreements set forth in this Agreement on the part of any Seller, which breach is not curable or, if curable, is not cured within thirty (each a “Purchaser Termination Event”30) immediately upon delivery of days after written notice of such breach is given by the Purchaser to Company; (c) the CompanyOverbid Procedures Order shall not have been entered by the Bankruptcy Court in substantially the form contemplated by this Agreement within fifteen (15) days of the Petition Date; provided, however however, that the any rights of Purchaser shall not be permitted to terminate this Agreement if at pursuant to this Section 8.4(c) shall no longer be available upon the time entry, on Purchaser's consent, of such termination the Purchaser is in breach of any representation, warranty or covenant applicable to it in any material respect under this Agreement: Overbid Procedure Order; (id) the Closing does conditions to the Purchaser's obligations to close under Section 7.3(b) shall not occur have been satisfied or waived on or before the Closing Date; prior to April 23, 1999; or (iie) the failure Bankruptcy Court shall not have granted initial approval of the transactions contemplated by the DIP Credit Agreement by February 24, 1999, or any of the conditions parties (other than Purchaser) to the DIP Credit Agreement shall have failed to make its initial purchase of Notes thereunder within five days of the date set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceableDIP Credit Agreement.

Termination by the Purchaser. (a) This Agreement may be terminated terminated, and the transactions herein contemplated abandoned, by Purchaser at any time on or before the later of (i) sixty (60) days from the Execution Date or (ii) ten (10) Business Days following Seller’s delivery to Purchaser of the 2023 Financial Statements, for any reason as a result of Purchaser’s ongoing due diligence review of the Companies and the Covered Subsidiaries, including, but not limited to, the 2023 Financial Statements, when made available, or items included in the Disclosure Schedule. (b) This Agreement may be terminated, and the transactions herein contemplated abandoned, by Purchaser at any time prior to Closing if Sellers materially breach any of their representations, warranties, covenants or agreements contained in this Agreement, if such breach would give rise to the failure to satisfy the Closing conditions applicable to Sellers and such breach cannot be cured, or, if curable, has not been cured by the Purchaser following Sellers within the occurrence of any of the following events fifteen (each a “Purchaser Termination Event”15) immediately upon delivery days after Sellers’ receipt of written notice to of such breach from the Company; providedPurchaser, however provided that the Purchaser shall not be permitted have the right to terminate this Agreement pursuant to this Section 10.3(b), if at the time of such termination the Purchaser is then in breach of any representationof its representations, warranty warranties, covenants or covenant agreements contained in this Agreement that would result in the conditions precedent to Closing applicable to it in any material respect under this Agreement: (i) the Closing does Purchaser not occur on or before the Closing Date; (ii) the failure of any of the conditions set forth in Section 6 hereof to be being satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser and (B) the Closing Date; (iii) the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Date; or (iv) any Governmental Authority of competent jurisdiction, enters a Final Order declaring this Agreement or any material portion hereof to be unenforceable.

Termination by the Purchaser. This The Purchaser may terminate this Agreement may be terminated by written notice to the Sellers' Representative: (a) at any time prior to the Closing by Date if a condition to the performance of the Purchaser following the occurrence of any of the following events (each a “Purchaser Termination Event”) immediately upon delivery of written notice to the Company; provided, however that the Purchaser set forth herein shall not be permitted fulfilled on or before the date specified for the fulfillment thereof, unless such failure is a result of acts or failures to terminate act of the Purchaser; (b) at any time prior to the Closing Date if a material default under or a material breach of this Agreement if at the time of such termination the Purchaser is in or a material misrepresentation or a material breach of any representation, warranty or covenant applicable to it of any Seller set forth in this Agreement or in any material respect under this Agreement: (i) instrument delivered by any Seller pursuant hereto shall have occurred and be continuing unless the Closing does not occur on or before same is curable and is cured by such Seller prior to the Closing Date; (iic) at any time prior to the failure of any of Closing Date if, between the conditions set forth in Section 6 hereof to be satisfied, which failure cannot be cured or is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice thereof by the Company from the Purchaser Balance Sheet Date and (B) the Closing Date, there has been any loss, damage or destruction of a material or substantial nature to business or assets of the Company (whether or not covered by insurance); (iiid) at any time prior to the Closing Date if a material adverse change in the business, operations, condition (financial or otherwise) or prospects of the Company breaches any representation or warranty in any material respect or breaches any covenant applicable to it in any material respect under this Agreement and if such breach is curable, it is not cured before the earlier of (A) fifteen (15) Business Days after receipt of written notice by the Company from the Purchaser and (B) the Closing Datehas occurred; or (ive) at any Governmental Authority time prior to August 16, 1999 if the Purchaser, in connection with its due diligence review of competent jurisdictionthe business of the Company, enters a Final Order declaring this Agreement shall have discovered any fact, event or any material portion hereof condition which in the Purchaser's sole judgment makes it inadvisable for it to be unenforceableconsummate the Closing on the terms and conditions, including the consideration, provided for herein.