By Buyer or Seller. By Buyer or Seller (if such party has not breached in any material respect the terms, covenants or agreements set forth in this Agreement) by written notice to the other party, after the occurrence of one of the following events of a Bankruptcy with respect to the other party:
By Buyer or Seller. By either Buyer or Seller:
By Buyer or Seller. (1) If there shall be any actual or threatened action or proceeding by or before any court or any other governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of Sack Lunch Production Inc.’s Board of Directors or Buyer or Seller and made in good faith and based upon the advice of legal counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement; or
By Buyer or Seller. (i) thirty days after the date on which any request or application for a Requisite Regulatory Approval shall have been denied, unless within the thirty-day period following such denial a petition for rehearing or an amended application has been filed with such governmental regulatory authority or agency, except that no party shall have the right to terminate this Agreement pursuant to this clause (i) if such denial shall be due to the failure of the party seeking to terminate this Agreement to perform or observe in any material respects the covenants and agreements of such party set forth herein; or (ii) if any governmental or regulatory authority or agency, or court of competent jurisdiction, shall have issued a final permanent order or injunction enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement and the time for appeal or petition for reconsideration of such order or injunction shall have expired without such appeal or petition being granted or such order or injunction shall otherwise have become final and non-appealable; or
By Buyer or Seller if (i) there shall be a final non-appealable order of a court of competent jurisdiction in effect preventing consummation of the Closing or the transactions contemplated herein, or (ii) there shall be any law, rule, regulation or order enacted or issued by any governmental body that would make consummation of the Closing illegal;
By Buyer or Seller. This Purchase Agreement may be terminated and the Transactions abandoned with respect to any Interest not transferred to Buyer prior to such termination by written notice from Buyer to Seller, or from Seller to Buyer, (i) in the event of a material breach by Seller or Buyer, respectively, of any representation, warranty, covenant or agreement contained in this Purchase Agreement which cannot be or is not cured within ten (10) Business Days after written notice of the breach is given to the party committing the breach, or (ii) if the Final Closing does not occur on or before the Final Closing Deadline. The right to terminate this Purchase Agreement under the foregoing clause (ii) shall not be available to a party if such party’s breach of this Purchase Agreement has been the cause of or resulted in the failure of the Final Closing to occur on or before the Final Closing Deadline. A failure to satisfy any of the conditions set forth in Paragraphs 8(c) and 9(c) shall not be deemed a “breach or failure to fulfill any obligation” by any party.
By Buyer or Seller. (i) if a Governmental Authority issues an order, decree or ruling or takes any other action, in each case permanently restraining, enjoining or otherwise prohibiting the Closing, and that order, decree, ruling or other action becomes final and non-appealable, or
By Buyer or Seller. Parties if there shall have been a breach of any of the covenants or agreements set forth in this Agreement on the part of the other, and this breach is not cured within 10 Business Days after the breaching party or parties receive written notice of the breach from the other party.
By Buyer or Seller. By Buyer or Seller at any time after March 31, 1997, if the Closing shall not have occurred on or before March 31, 1997, provided that the failure to complete the Closing on or before March 31, 1997 does not result from a material breach of any covenant, agreement, representation or warranty made by the terminating party in this Agreement.
By Buyer or Seller if the Properties suffer a Casualty Loss or Casualty Losses after the Effective Date and prior to the Closing Date in the aggregate that exceed(s) 5% of the Purchase Price; and
