Termination by the Purchaser Sample Clauses

Termination by the Purchaser. In addition to any other rights and remedies (under this Agreement or otherwise) which the Purchaser may have to terminate or rescind this Agreement, the Purchaser may, at its option, terminate this Agreement by notice in writing to the Vendor if :-
Termination by the Purchaser. This Agreement may be terminated at any time prior to the Closing Date by the Purchaser 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 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 (30) days after written notice of such breach is given by the Purchaser to Company; (c) the Overbid 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, that any rights of Purchaser to terminate this Agreement pursuant to this Section 8.4(c) shall no longer be available upon the entry, on Purchaser's consent, of the Overbid Procedure Order; (d) the conditions to the Purchaser's obligations to close under Section 7.3(b) shall not have been satisfied or waived on or prior to April 23, 1999; or (e) the 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 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 the DIP Credit Agreement. Section 8.5
Termination by the Purchaser. Subsequent to the approval of the Board of Directors of the Company and the Supervisory Board of the Purchaser, this Agreement may be terminated and the transactions contemplated hereby may be abandoned by action of Purchaser, at any time prior to the Closing Date, if (a) the Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date of termination, and the Company shall not, within a reasonable period of time after notice of such failure, have cured or commenced prompt and diligent measures which would promptly cure such failure, (b) there shall have been a material misrepresentation or material breach by the Company with respect to any representation or warranty made by it in this Agreement and such misrepresentation or breach cannot be cured prior to the Closing Date, or (c) there shall have occurred and be continuing any condition, event or development having, or reasonably likely to have, a Material Adverse Effect.