Common use of Termination by the Purchaser Clause in Contracts

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Closing, if a breach of any representation, warranty, agreement or covenant of the Sellers set forth in this Agreement shall have occurred, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and as a result of such breach, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, if capable of being cured, is not cured by the Sellers within thirty (30) days following receipt of written notice of such breach from the Purchaser (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.04 if the Purchaser is then in material breach of any representations, warranties or covenants of the Purchaser hereunder that would give rise to the failure of a condition set forth in Section 7.03.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the ClosingClosing 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 (i.e., if with respect to the occurrence or likely occurrence of a Seller Material Adverse Effect or materiality) or a material breach of any representation, warranty, agreement or covenant of the Sellers set forth in this Agreement shall have occurredrepresentation and warranty that is not so qualified, which breach (i) would give rise to the failure of a condition set forth in Section 7.02 and as a result of such breachis not curable, such condition would not be capable of being satisfied prior to the Termination Date and (ii) is incapable of being cured or, or if capable of being curedcurable, is not cured by the Sellers within thirty (30) days following receipt after notice of such breach is given by the Purchaser to the Sellers; or (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 from is given by the Purchaser (or, if the Termination Date is less than thirty (30) calendar days from the date of receipt of such notice, by the Termination Date); provided that the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 8.04 if the Purchaser is then in material breach of any representations, warranties or covenants of the Purchaser hereunder that would give rise to the failure of a condition set forth in Section 7.03Sellers.