Conditions to Buyer's Performance Not Met. By Buyer upon written notice to Seller if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the Closing contemplated by this Agreement as set forth in Article VII.
Conditions to Buyer's Performance Not Met. By Buyer by written notice to Seller if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 6.1 or 6.2.
Conditions to Buyer's Performance Not Met. By Buyer upon written notice to Seller if any event occurs which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 8.1 or 8.2.
Conditions to Buyer's Performance Not Met. By Buyer upon written notice to Seller if any event occurs which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement as set forth in Section 8.1 or 8.2 and the Seller cannot or will not take action to cure the deficiency within thirty days of the event.
Conditions to Buyer's Performance Not Met. By Buyer with written notice to Seller if the Closing Date has not occurred on or before December 31, 1996. Notwithstanding the foregoing, Buyer may not exercise any right to terminate this Agreement pursuant to this paragraph if Buyer has breached in any material respect its covenants or agreements set forth in this Agreement in any manner that shall have proximately contributed to the failure of the Closing Date to occur on or before December 31, 1996.
Conditions to Buyer's Performance Not Met. By Buyer by written notice to Seller if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Buyer, the UK Buyer or the German Buyer to consummate the transactions contemplated by this Agreement as set forth in Articles VIII or IX and Buyer, the UK Buyer or the German Buyer, as applicable, is not in material breach of its representations, warranties or covenants set forth herein.
Conditions to Buyer's Performance Not Met. By Buyer upon written notice to Seller if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of Buyer to consummate the Closing contemplated by this Agreement as set forth in Article VIII; provided, however, that any such condition relating to a breach or a failure to perform a representation, warranty, covenant or other agreement prior to the Closing Date shall be a cause for termination of this Agreement only if such breach or failure cannot be or has not been cured within ten Business Days after the giving of written notice of such breach or failure to Seller, such notice to be given promptly after Buyer becomes aware of such breach or failure.
Conditions to Buyer's Performance Not Met. By Buyer, upon a breach of any representation, warranty, covenant or agreement of Seller set forth in this Agreement, in any case, such that the conditions set forth in Section 6.2(a) or Section 6.2(b) would not be satisfied as a result of such breach; provided, that such breach has not been cured by Seller within ninety (90) business days after Seller receives written notice of such breach from Buyer; provided, further, that if such breach shall not have been cured as of the Outside Closing Date, then Buyer shall have the right to withhold from the payment required to be made by Buyer pursuant to Section 1.4(d), an amount equal to the portion of such payment attributable to the Subsidiary or Subsidiaries that own the Station or Stations to which such breach relates and Seller shall not transfer the Stock of the Subsidiary that owns such Station or Stations, and any such withheld amount shall be paid to Seller, and the withheld Stock shall be transferred to Buyer, on the date that such breach is cured so long as such date is within such ninety (90) business day cure period (or a longer period if Buyer shall consent in writing); provided, further, that Seller shall have no such ninety (90) business day cure period with respect to any breach by Seller of its obligation to terminate HSN programming prior to or contemporaneously with any Closing for the Stations owned by the Subsidiaries being transferred at such Closing; or
Conditions to Buyer's Performance Not Met. By Buyer upon written notice to the Sellers if the Sellers shall have breached or failed to perform any of their representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform in any material respect is not cured by the CSC Parties, or in the sole reasonable judgment of Buyer is not capable of being cured, within ten (10) days following receipt of written notice from Buyer of such breach or failure to perform (provided, however, that such ten (10) day cure period shall not extend beyond the Outside Date). For the avoidance of doubt, in the event that the breach or failure to perform giving rise to the termination under this subsection (d) is not capable of being cured during the applicable cure period, such termination shall be effective immediately upon delivery of the written notice of termination without any requirement that the Parties allow such cure period to elapse.
Conditions to Buyer's Performance Not Met. By Buyer with written notice to Seller and the Trust if the Closing Date has not occurred on or before December 31, 1996.
