6.6.1 by Buyer by written notice to the other parties if: (A) unless Buyer violates any of Buyer`s warranties or any of its obligations, agreements or arrangements contained in this Agreement, there is a breach of any of Seller`s basic warranties and such breach, if it can be corrected, has not been corrected in *** of the discovery of the violation; (B) the seller is declared insolvent or has filed an application for the commencement of insolvency proceedings, winding-up proceedings, cessation of payment, creditor-type arrangement or similar insolvency proceedings; or (C) a material adverse effect has occurred that cannot be corrected or, if reasonably corrected, has not been corrected *** for the occurrence of the material adverse effect. Notwithstanding anything to the contrary in this Agreement, the Company shall not be deemed to have breached or failed to comply with any of the agreements contained herein with respect to the EDS APA (including determining whether a condition precedent under Article 6.2(b) has not been met), provided that (i) it has acted in good faith to meet its requirements with respect to the EDS APA set out in the present, or (ii) such breach, or failure is not the cause of transactions considered by EDS APA not to be completed immediately after the merger. (h) Period and other conditions under which the parties may derogate from the agreement. § 9.1 (a): Termination. (a) This Agreement may be terminated at any time prior to the Effective Date (unless otherwise specified below): . . . (ii) by Covidien or Medtronic, if the effective date did not occur before 5:00 p.m.m.m New York time on the End Date, provided that the right to terminate this Agreement in accordance with this clause 9.1(a)(ii) is not available to a party whose breach of any provision of this Agreement was the primary cause of the effective period not occurring at that time;. . . (iv) by Covidien or Medtronic, if an injunction has been issued that restricts, orders or otherwise prohibits the completion of the acquisition or merger and such injunction has become final and voidable; provided that the right to terminate this Agreement under this clause 9.1(a)(iv) is not granted to a party whose breach of any provision of this Agreement is considered to be the primary ground for such injunction;.
. . (h) Period and other conditions under which the parties may derogate from the agreement. §8.1 Termination. Subject to Section 1.3(c), this Agreement may be terminated and the Offer and The Merger may be terminated at any time prior to the Effective Date: (h) the period and other conditions under which the parties may derogate from the Agreement. For the avoidance of doubt, nothing in this Agreement shall be construed as requiring the parent company to apply for or obtain an extension of the debt financing obligation (or to seek another debt financing obligation after September 21, 2013 that meets the requirements of section 5.16). .
