Common use of Termination by the Purchaser Clause in Contracts

Termination by the Purchaser. This Agreement may be terminated by the Purchaser as follows: (a) upon a breach of any material representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any material representation or warranty of the Seller shall have become untrue, in either case such that the conditions set forth in Section 3.2 of this Agreement would be incapable of being satisfied by the Seller on or prior to the Closing; provided, that in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 5A.1(a), and further provided that such breach or untrue representation or warranty, other than a breach of Section 5.15, is not cured within ten (10) days after notice thereof; (b) any legal proceeding is commenced or threatened by any Governmental Entity or other Person directed against the consummation of the Closing or any other transaction contemplated hereby, and Purchaser reasonably and in good f▇▇▇▇ ▇▇▇▇▇ it impractical or inadvisable to proceed in view of such legal proceeding or threat thereof; or (c) at any time after 5:00 p.m., New York time, on April 30, 2005 if the transactions contemplated by this Agreement have not closed by such time.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser as follows: (a) upon a material breach of any material representation, warranty, covenant or agreement on the part of the Seller or the Principal Shareholders set forth in this Agreement, or if any material representation or warranty of the Seller or the Principal Shareholders shall have become untrueuntrue in any material respect, in either case such that the conditions set forth in Section 3.2 6.4 of this Agreement would be incapable of being satisfied by the Seller on or prior to the Closing; provided, that in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 5A.1(a9.1(a), and further provided that such breach or untrue representation or warranty, other than a breach of Section 5.157.2, is not cured within ten (10) days after notice thereof; (b) any legal proceeding is commenced or threatened by any Governmental Entity or other Person directed against the consummation of the Closing or any other transaction contemplated hereby, and Purchaser reasonably and in good f▇▇▇▇▇ ▇▇▇▇▇ it impractical or inadvisable to proceed in view of such legal proceeding or threat thereof; or (c) at any time after 5:00 p.m., New York time, on April 30March 1, 2005 2007 if the transactions contemplated by this Agreement have not closed by such time.; or

Termination by the Purchaser. This Agreement may be terminated by the Purchaser as follows: (a) upon a breach of any material representation, warranty, covenant or agreement on the part of the Seller set forth in this Agreement, or if any material representation or warranty of the Seller shall have become untrue, in either case such that the conditions set forth in Section 3.2 of this Agreement would be incapable of being satisfied by the Seller on or prior to the Closing; provided, that in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 5A.1(a6.1(a), and further provided that such breach or untrue representation or warranty, other than a breach of Section 5.155.14, is not cured within ten (10) days after notice thereof; (b) any legal proceeding is commenced or threatened by any Governmental Entity or other Person directed against the consummation of the Closing or any other transaction contemplated hereby, and Purchaser reasonably and in good f▇▇▇▇▇ ▇▇▇▇▇ it impractical or inadvisable to proceed in view of such legal proceeding or threat thereof; or (c) at any time after 5:00 p.m., New York time, on April 304, 2005 if the transactions contemplated by this Agreement have not closed by such time.

Termination by the Purchaser. This Agreement may be terminated by the Purchaser as follows: (a) upon a material breach of any material representation, warranty, covenant or agreement on the part of the Seller Sellers set forth in this Agreement, or if any material representation or warranty of the Seller Sellers shall have become untrueuntrue in any material respect, in either case such that the conditions set forth in Section 3.2 of this Agreement would be incapable of being satisfied by the Seller on or prior to the Closing; provided, that in any case, a willful breach shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 5A.1(a6.1(a), and further provided that such breach or untrue representation or warranty, other than a breach of Section 5.155.14, is not cured within ten (10) days after notice thereof; (b) any legal proceeding is commenced or threatened by any Governmental Entity or other Person directed against the consummation of the Closing or any other transaction contemplated hereby, and Purchaser reasonably and in good f▇▇▇▇▇ ▇▇▇▇▇ it impractical or inadvisable to proceed in view of such legal proceeding or threat thereof; or; (c) at any time after 5:00 p.m., New York time, on April 30February 1, 2005 2007 if the transactions contemplated by this Agreement have not closed by such time; or (d) at any time after 5:00 p.m., New York time, on January 3, 2007, if the Purchaser fails to have sufficient funds available to consummate the transactions contemplated under this Agreement on or before 5:00 p.m., New York time, January 4, 2007. Termination of this Agreement pursuant to Section 6.1(d) hereof, shall not effect the Sellers’ rights under Section 6.6 hereof.