PWER » Topics » Termination

This excerpt taken from the PWER 8-K filed Jun 18, 2008.
Termination.  The obligations of the Initial Purchasers hereunder may be terminated by the Initial Purchasers by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections 7(g) or (k) shall have occurred or if the Initial Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement.

 

11.                               

This excerpt taken from the PWER 8-K filed Oct 2, 2006.

ARTICLE VI
TERMINATION

6.1                                 Termination.  This Agreement may be terminated prior to the Closing Date:

(a)                                  by mutual written consent of Buyer and Seller; or

(b)                                 by either Buyer or Seller, if the Acquisition has not been consummated by December 31, 2006 (the “Termination Date”), provided that the right so to terminate shall not be available to either party if it is then in material breach of this Agreement;

(c)                                  by Buyer or Seller, if a final, non-appealable injunction, restraining order or decree of any nature of any Governmental Authority of competent jurisdiction is issued that prohibits the consummation of the Acquisition; provided, however, that the party seeking to terminate this Agreement pursuant to this clause (c) shall have used its commercially reasonable efforts to have such injunction, order or decree vacated or denied; or

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(d)                                 by either Buyer or Seller by written notice to the other party if there has been a material misrepresentation or material breach of a covenant or agreement contained in this Agreement on the part of the other and such breach, if curable, has not been cured within 30 days of such notice and the terminating party is not on the date of termination in material breach of any material provision of this Agreement.

6.2                                 Effect of Termination.  If this Agreement is terminated as provided in Section 6.1, this Agreement will be of no further force or effect; provided, however, that:

(a)                                  Sections 4.4 (Confidentiality) and 4.7 (Public Disclosure), this Section 6.2 (Effect of Termination) and Article VIII (Miscellaneous) will survive the termination of this Agreement and remain in full force and effect, and

(b)                                 the termination of this Agreement will not relieve any party from any liability for any breach of this Agreement; provided, however, in the event that this Agreement is terminated prior to Closing, no party will have any liability to another party under Article VII of this Agreement or otherwise as a result of any breach or inaccuracy of any representation or warranty contained in this Agreement, other than in the case of fraud.

6.3                                 Procedure Upon Termination.  Subject to the provisions of Section 6.2 above, in the event of the termination and abandonment of this Agreement, written notice thereof shall promptly be given by the terminating party to the other party, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned without further action by any of the parties hereto.

EXCERPTS ON THIS PAGE:

8-K
Jun 18, 2008
8-K
Oct 2, 2006
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