These excerpts taken from the ABII 10-Q filed Dec 20, 2007.


6.1 Term and Termination. The term of this Agreement shall be for twenty-four (24) months after the Closing Date, or such shorter or longer period as the parties indicate in Exhibit A or B, provided, however, a party receiving Services shall have the right to terminate one or more of the Services at the end of a designated month by giving the other party at least thirty (30) days prior written notice of such termination. Except as otherwise agreed and subject to Sections 5.2 and 5.3, each Service can only be terminated in whole, and partial termination of a Service is not permitted without the prior approval of the providing party not to be unreasonably withheld or delayed. The parties shall cooperate with each other in good faith in their efforts to reasonably effect early termination of Services, including, where applicable, partial termination, and to agree in good faith upon appropriate reduction of the charges hereunder in connection with such early termination. For the avoidance of doubt, a party may not terminate a particular Service that is necessary to provide another Service that has not been terminated.



6.2 Early Termination. Notwithstanding the foregoing, New Alpha and Gholdco each reserve the right to immediately terminate this Agreement by written notice to the other in the event that the other party shall have (a) applied for or consented to the appointment of a receiver, trustee or liquidator; (b) admitted in writing an inability to pay debts as they mature; (c) made a general assignment for the benefit of creditors; or (d) filed a voluntary petition, or have filed against it a petition, for an order of relief under the Federal Bankruptcy Code (as amended).



Section 7.01. Termination.

This Agreement and all Transaction Agreements may be terminated at any time prior to the Share Distribution by and in the sole discretion of Gholdco without the approval of any other party nor the shareholders of Gholdco.

Section 7.02. Effect of Termination.

In the event of any termination of this Agreement prior to the Distribution Time pursuant to Section 7.01, no party to this Agreement (or any of its directors or officers) shall have any Liability or further obligation to any other party or third party with respect to this Agreement.




10-Q (2 sections)
Dec 20, 2007
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