Common use of By Purchasers Clause in Contracts

By Purchasers. Purchasers may terminate this Agreement by giving written notice to Sellers at any time prior to the Closing in the event that (i) Sellers have breached any representation, warranty, or covenant contained in this Agreement to such an extent that the conditions set forth in Sections 10.1(a) and 10.1(b) shall not have been satisfied, or cannot be satisfied by August 15, 2011 (the “Termination Date”); provided, that Purchasers shall have provided written notification to Sellers of such breach and the breach shall have continued without cure for a period of ten (10) days after delivery of the notice of such breach; (ii) the Transfer Order shall not have been entered by the Bankruptcy Court and become a Final Order by one hundred twenty (120) days after the date hereof; (iii) any of the Bankruptcy Cases are converted to cases pursuant to Chapter 7 of the Bankruptcy Code; (iv) a Chapter 7 or Chapter 11 Trustee has been appointed; (v) an Examiner with expanded powers has been appointed in any of the Bankruptcy Cases of Sellers; (vi) the Bankruptcy Court enters an Order that materially alters, contravenes or violates this Agreement; (vii) the DIP Financing is not approved within twenty-one (21) days of the Petition Date; (viii) Sellers are in breach or default in any material respect of, the DIP Credit Documents, DIP Order or DIP Budget after five days notice by any Person and opportunity to cure; or (ix) the Termination Fee Order shall not have been entered by the Bankruptcy Court within twenty-five (25) days of the date hereof or shall not have become a Final Order by the eleventh day after such entry of the Termination Fee Order. At their sole and absolute discretion, Purchasers have the right to waive termination or agree to extend any deadlines under this Section 11.1(b).