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 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. 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. 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 the Purchaser to Companythe Sellers; (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 Companythe Sellers; (c) the Overbid Procedures Sale Order shall not have been entered by the Bankruptcy Court on or before September 15, 2000 in substantially the form contemplated by this Agreement within fifteen Agreement; (15d) days the aggregate sum of the Cure Amounts (including any Pre-Closing Cure Amounts required to be paid to Sellers as an increase in purchase price pursuant to Section 1.3(a)(ii)), the Customer Credit Amounts, the HLHZ Payment Obligations, plus the Post- Petition DateAdministrative Expenses (such aggregate sum, the "Actual Assumed Expenses") exceeds $50,000,000 (collectively, the "Cap") and the Sellers shall not have agreed to amend this Agreement to reduce the Purchase Price by such excess; provided(e) the Sellers shall not have executed and delivered a completed and amended Seller Disclosure Letter to Purchaser by the close of business September 11, however2000, together with a notice indicating that any rights such letter is being delivered pursuant to this Section 8.4(e); or (f) by the open of business on September 14, 2000, Purchaser to terminate shall notify GST in writing that it is not satisfied with such completed Seller Disclosure Letter and is terminating 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 8.58.4(f).

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 the Purchaser to Companythe Sellers; (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 Companythe Sellers; (c) the Overbid Procedures Sale Order shall not have been entered by the Bankruptcy Court on or before September 15, 2000 in substantially the form contemplated by this Agreement within fifteen Agreement; (15d) days the aggregate sum of the Cure Amounts (including any Pre-Closing Cure Amounts required to be paid to Sellers as an increase in purchase price pursuant to Section 1.3(a)(ii)), the Customer Credit Amounts, the HLHZ Payment Obligations, plus the Post-Petition DateAdministrative Expenses (such aggregate sum, the "Actual Assumed Expenses") exceeds $50,000,000 (collectively, the "Cap") and the Sellers shall not have agreed to amend this Agreement to reduce the Purchase Price by such excess; provided(e) the Sellers shall not have executed and delivered a completed and amended Seller Disclosure Letter to Purchaser by the close of business September 11, however2000, together with a notice indicating that any rights such letter is being delivered pursuant to this Section 8.4(e); or (f) by the open of business on September 14, 2000, Purchaser to terminate shall notify GST in writing that it is not satisfied with such completed Seller Disclosure Letter and is terminating 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 8.58.4(f).