Common use of Conditions of Termination Clause in Contracts

Conditions of Termination. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual written consent of the Parties; (ii) by the Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Purchasers to the Company and the Sellers' Representative; (iii) by the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Company and the Sellers' Representative to the Purchasers; or (iv) by the Purchasers, on the one hand, or the Company and the Sellers' Representative, on the other hand, if the Closing shall not have occurred by March 31, 2004; PROVIDED THAT the Party electing termination pursuant to this clause (iv) of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties.

Conditions of Termination. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual written consent of the Parties; (ii) by the Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers Seller in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Purchasers to the Company and the Sellers' RepresentativeSeller; (iii) by the Company and the Sellers Seller if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Company and the Sellers' Representative Seller to the Purchasers; or; (iv) by the PurchasersPurchaser if any Termination Triggering Event (as defined in ANNEX I hereto) shall have occurred or if the transactions contemplated hereby have not been consummated by August 25, on the one hand, or 2000; or (v) by the Company and the Sellers' Representative, on the other hand, Seller if the Closing shall transactions contemplated hereby have not have occurred been consummated by March 31August 25, 20042000 and, as of the date of termination pursuant to this clause (v), no Termination Triggering Event has occurred; PROVIDED PROVIDED, FURTHER, THAT the Party electing termination pursuant to this clause (iv) of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules and Exhibits attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers Seller pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties.

Conditions of Termination. This Agreement may be terminated at any time prior to the Closing: (i) by the mutual written consent of the Parties; (ii) by the Requisite Purchasers if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers Seller in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten twenty (1020) days after written notification thereof by the Requisite Purchasers to the Company and the Sellers' Representative; (iii) by the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten twenty (1020) days after written notification thereof by the Company and the Sellers' Representative Sellers to the Purchasers; or (iv) by the Purchasers, on the one hand, Requisite Purchasers or the Company and the Sellers' Representative, on the other hand, Sellers if the Closing shall transactions contemplated hereby have not have occurred been consummated by March 31September 15, 20041997; PROVIDED THAT provided that the Party electing termination pursuant to this clause (iv) of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules and Exhibits attached hereto. In the event of termination by either the Requisite Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 11.1. This Agreement may be terminated at any time prior before the Closing as follows: (a) by mutual written consent of SS and Purchaser; (b) automatically and without any action or notice by either SS to the ClosingPurchaser, or Purchaser to SS, immediately upon: (i) the issuance of a final and nonappealable order, decree or ruling by a Governmental Authority to restrain, enjoin or otherwise prohibit the mutual written consent transfer of the PartiesAcquired Assets contemplated hereby; (ii) the acceptance by Sellers of an Alternate Transaction if, and only if, Purchaser is not designated as the Purchasers backup bidder at the completion of the Auction; or (iii) the consummation of an Alternate Transaction. (c) by Purchaser: (i) if the Bankruptcy Court has not entered (a) an interim order with respect to the DIP Credit Agreement within three (3) business days of the Petition Date and (b) a final order with respect to the DIP Credit Agreement within twenty-five (25) days of the Petition Date, in each case, (x) which date Purchaser may waive or extend in its sole discretion and (y) in form and substance acceptable to Purchaser in its sole discretion; (ii) if the Bidding Procedures Order shall not have been entered by February 15, 2013 (or such later date as Purchaser may have designated in writing to SS); (iii) if the Auction has not commenced by March 25, 2013 (or such later date as Purchaser may have designated in writing to SS); (iv) if the Bankruptcy Court has not entered the Sale Order by March 27, 2013 (or such later date as Purchaser may have designated in writing to SS); (v) if there has been a material misrepresentationviolation or breach by any Seller of any representation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers in the representations and warranties or covenants set forth contained in this Agreement or which (x) has rendered the Schedules attached hereto, which in the case satisfaction of any breach condition to the obligations of covenant Purchaser impossible or is not curable or, if curable, has not been cured within ten (10) business days after following receipt by Sellers of written notification thereof notice of such breach from Purchaser, and (y) has not been waived by Purchaser; provided that Purchaser shall not have the Purchasers right to the Company and the Sellers' Representativeterminate this Agreement under this Section 11.1(c)(v) if Purchaser is then in material breach of this Agreement; (iiivi) if the Closing shall not have occurred by the fifteenth (15th) day after the entry of the Sale Order and such failure to close is not caused by or the result of Purchaser’s breach of this Agreement; (vii) if, prior to the Closing Date, Sellers’ Bankruptcy Cases shall be converted into a case under Chapter 7 of the Bankruptcy Code or dismissed, or if a trustee is appointed in the Bankruptcy Cases; (viii) if any Event of Default (as defined in the DIP Credit Agreement) shall have occurred, subject to any applicable cure period, or Purchaser’s obligations under the DIP Credit Agreement are terminated; (ix) if any consent or approval listed on Schedule 9.2(j) has not been obtained (or the receipt thereof has not been waived by Purchaser); (x) if there shall be excluded from the Acquired Assets any Assigned Contract that is not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any Person other than Sellers, to the extent that such consent shall not have been given prior to the Closing and the exclusion of such Assigned Contract would reasonably be expected to have a Material Adverse Effect; or (xi) within five (5) Business Days after delivery thereof, if Purchaser is not satisfied, in its sole discretion, with any disclosure in the Schedules after delivery of the Schedules by Sellers in accordance with Section 6.1(d)(i). (xii) if Sellers disclose, or Purchaser otherwise discovers, the existence of a Material Adverse Effect. (d) by the Company and the Sellers SS, if there has been a material misrepresentation, material violation or breach by Purchaser of any agreement or any representation or warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth contained in this Agreement or which (A) has rendered the Schedules attached hereto, which in the case satisfaction of any breach condition to the obligations of covenant Sellers impossible or is not curable or, if curable, has not been cured within ten (10) business days after following receipt by Purchaser of written notification thereof notice of such breach from Sellers, and (B) has not been waived by the Company and the Sellers' Representative to the Purchasers; or (iv) by the Purchasers, on the one hand, or the Company and the Sellers' Representative, on the other hand, if the Closing provided that SS shall not have occurred by March 31, 2004; PROVIDED THAT the Party electing termination pursuant right to terminate this clause (ivAgreement under this Section 11.1(d) if Sellers are then in material breach of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other PartiesAgreement.

Conditions of Termination. This Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time prior to before the Closing: (ia) by the By mutual written consent of SAVVIS and the PartiesBuyer; (iib) by By the Purchasers Buyer, if there any of SAVVIS Parent or the Sellers has been breached any representation, warranty, covenant or agreement contained in this Agreement such that the conditions set forth in Section 11.1 or the first sentence of Section 11.2 hereof will not be satisfied, and has not, in the case of a material misrepresentation, material breach of warranty or material breach of a covenant by or agreement, cured such breach within 20 calendar days after written notice to SAVVIS of its intent to terminate this Agreement pursuant to this Section 12.1(b) (provided, that the Company or any Buyer and Level 3 are not then in material breach of the Sellers terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured); (c) By SAVVIS, if Level 3 or the Buyer has breached any representation, warranty, covenant or agreement contained in this Agreement such that the representations and warranties or covenants conditions set forth in this Agreement Section 10.1 or the Schedules attached heretofirst sentence of Section 10.2 hereof will not be satisfied, which and has not, in the case of any a breach of a covenant has not been or agreement, cured such breach within ten (10) 20 calendar days after written notification thereof by the Purchasers notice to the Company Buyer of its intent to terminate this Agreement pursuant to this Section 12.1(c) (provided, that SAVVIS Parent and the Sellers' RepresentativeSellers are not then in material breach of the terms of this Agreement, and provided further, that no cure period shall be required for a breach which by its nature cannot be cured); (iiid) by the Company and the Sellers if there has been a material misrepresentation, material breach of warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth in this Agreement By SAVVIS or the Schedules attached heretoBuyer if: (i) there shall be a final, non-appealable order of a federal or state court in effect preventing consummation of the transactions contemplated hereby; or (ii) there shall be enacted any federal or state statute which in would make consummation of the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Company and the Sellers' Representative to the Purchaserstransactions contemplated hereby illegal; or (ive) by the Purchasers, on the one hand, By SAVVIS or the Company and the Sellers' Representative, on the other hand, Buyer if the Closing shall not have occurred been consummated by March 3122, 2004; PROVIDED THAT the Party electing termination pursuant to this clause (iv) of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties2007.

Conditions of Termination. This Agreement may be terminated only in accordance with this Section 11.1. This Agreement may be terminated at any time prior before the Closing as follows: (a) by mutual written consent of SS and Purchaser; (b) automatically and without any action or notice by either SS to the ClosingPurchaser, or Purchaser to SS, immediately upon: (i) the issuance of a final and nonappealable order, decree or ruling by a Governmental Authority to restrain, enjoin or otherwise prohibit the mutual written consent transfer of the PartiesAcquired Assets contemplated hereby; (ii) the acceptance by Sellers of an Alternate Transaction if, and only if, Purchaser is not designated as the Purchasers backup bidder at the completion of the Auction; or (iii) the consummation of an Alternate Transaction. (c) by Purchaser: (i) if the Bankruptcy Court has not entered (a) an interim order with respect to the DIP Credit Agreement within three (3) business days of the Petition Date and (b) a final order with respect to the DIP Credit Agreement within twenty-five (25) days of the Petition Date, in each case, (x) which date Purchaser may waive or extend in its sole discretion and (y) in form and substance acceptable to Purchaser in its sole discretion; (ii) if the Bidding Procedures Order shall not have been entered by February 8, 2013 (or such later date as Purchaser may have designated in writing to SS); (iii) if the Auction has not commenced by March 25, 2013 (or such later date as Purchaser may have designated in writing to SS); (iv) if the Bankruptcy Court has not entered the Sale Order by March 27, 2013 (or such later date as Purchaser may have designated in writing to SS); (v) if there has been a material misrepresentationviolation or breach by any Seller of any representation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers in the representations and warranties or covenants set forth contained in this Agreement or which (x) has rendered the Schedules attached hereto, which in the case satisfaction of any breach condition to the obligations of covenant Purchaser impossible or is not curable or, if curable, has not been cured within ten (10) business days after following receipt by Sellers of written notification thereof notice of such breach from Purchaser, and (y) has not been waived by Purchaser; provided that Purchaser shall not have the Purchasers right to the Company and the Sellers' Representativeterminate this Agreement under this Section 11.1(c)(v) if Purchaser is then in material breach of this Agreement; (iiivi) if the Closing shall not have occurred by the fifteenth (15th) day after the entry of the Sale Order and such failure to close is not caused by or the result of Purchaser’s breach of this Agreement; (vii) if, prior to the Closing Date, Sellers’ Bankruptcy Cases shall be converted into a case under Chapter 7 of the Bankruptcy Code or dismissed, or if a trustee is appointed in the Bankruptcy Cases; (viii) if any Event of Default (as defined in the DIP Credit Agreement) shall have occurred, subject to any applicable cure period, or Purchaser’s obligations under the DIP Credit Agreement are terminated; (ix) if any consent or approval listed on Schedule 9.2(j) has not been obtained (or the receipt thereof has not been waived by Purchaser); (x) if there shall be excluded from the Acquired Assets any Assigned Contract that is not assignable or transferable pursuant to the Bankruptcy Code or otherwise without the consent of any Person other than Sellers, to the extent that such consent shall not have been given prior to the Closing and the exclusion of such Assigned Contract would reasonably be expected to have a Material Adverse Effect; or (xi) within five (5) Business Days after delivery thereof, if Purchaser is not satisfied, in its sole discretion, with any disclosure in the Schedules after delivery of the Schedules by Sellers in accordance with Section 6.1(d)(i). (xii) if Sellers disclose, or Purchaser otherwise discovers, the existence of a Material Adverse Effect. (d) by the Company and the Sellers SS, if there has been a material misrepresentation, material violation or breach by Purchaser of any agreement or any representation or warranty or material breach of covenant by the Purchasers in the representations and warranties or covenants set forth contained in this Agreement or which (A) has rendered the Schedules attached hereto, which in the case satisfaction of any breach condition to the obligations of covenant Sellers impossible or is not curable or, if curable, has not been cured within ten (10) business days after following receipt by Purchaser of written notification thereof notice of such breach from Sellers, and (B) has not been waived by the Company and the Sellers' Representative to the Purchasers; or (iv) by the Purchasers, on the one hand, or the Company and the Sellers' Representative, on the other hand, if the Closing provided that SS shall not have occurred by March 31, 2004; PROVIDED THAT the Party electing termination pursuant right to terminate this clause (ivAgreement under this Section 11.1(d) if Sellers are then in material breach of this Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other PartiesAgreement.

Conditions of Termination. This Agreement may be terminated at ------------------------- any time prior to the Closing: (i) by the mutual written consent of the Parties; (ii) by the Purchasers Purchaser Representative if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Company or any of the Sellers Shareholder in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Purchasers to the Company and the Sellers' RepresentativeShareholders; (iii) by the Purchaser Representative if the Purchasers are not satisfied with the results of their due diligence investigation and evaluation of the matters set forth on the attached Due Diligence Schedule; provided that ---------------------- -------- ---- the Purchasers shall not be entitled to terminate this Agreement pursuant to this subparagraph 10A(iii) unless the Purchasers deliver written notice of termination to the Company and the Sellers Shareholders on or prior to July 15, 1997; (iv) by the Company and the Shareholders if there has been a material misrepresentation, material breach of warranty or material breach of a covenant by the Purchasers any Purchaser in the representations and warranties or covenants set forth in this Agreement or the Schedules and Exhibits attached hereto, which in the case of any breach of covenant has not been cured within ten (10) days after written notification thereof by the Company and the Sellers' Representative Shareholders to the Purchasers; or (ivv) by the Purchasers, on the one hand, Purchaser Representative or the Company and the Sellers' Representative, on the other hand, Shareholders if the Closing shall transactions contemplated hereby have not have occurred been consummated by March August 31, 20041997; PROVIDED THAT provided that the Party electing termination pursuant to this clause (ivv) of this -------- ---- Paragraph 10A is not in breach of any of its representations, warranties, covenants or agreements contained in this Agreement or the Schedules and Exhibits attached hereto. In the event of termination by either the Purchasers or the Company and the Sellers Shareholders pursuant to this Paragraph 10A, written notice thereof (describing in reasonable detail the basis therefor) shall forthwith be delivered to the other Parties.