This excerpt taken from the RGC 10-Q filed Aug 9, 2005.
9.1 Termination Events. By notice given prior to or at the Closing, subject to Section 9.2, this Agreement may be terminated as follows:
(a) by mutual, written Consent of Seller and Buyer; or
(b) (i) by Buyer if any of the conditions in Article 7 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement) and Buyer has not waived such condition on or before the Closing Date; or (ii) by Seller, if any of the conditions in Article 8 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of any Seller to comply with their obligations under this Agreement) and Seller has not waived such condition on or before the Closing Date; or
(c) by Buyer or Seller by giving written notice of termination to the other party, if there shall have been a material breach of any of the covenants or agreements or any of the representations or warranties set forth in this Agreement on the part of the other party, which breach is not cured within ten (10) days following written notice given by the terminating party to the party committing such breach, or which breach by its nature cannot be cured prior to the Closing; provided, however, that the right to terminate this Agreement under this Section 9.1(c) shall not be available if at the time the terminating party is in material breach of any representation, warranty, covenant or other agreement contained herein; or
(d) by Buyer or Seller upon written notice to the other, if the Closing shall not have taken place on or before September 1, 2005; provided, that this date shall automatically be extended by sixty (60) days if the parties are unable to consummate the Contemplated Transactions because HSR Consent has not yet been obtained (regardless of whether all other conditions to Closing have been satisfied); provided, further, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to any party whose failure to comply with its obligations under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such time; or
(e) by Buyer, pursuant to the terms of Section 5.9; or
(f) by Buyer, pursuant to the terms of Section 7.9(a); or
(g) by Buyer, pursuant to the terms of Section 5.18; or
(h) by Seller, pursuant to the terms of Section 5.18(d).
9.2 Effect of Termination.
(a) Buyer's and Seller's right of termination under Section 9.1 is in addition to any other rights either party may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 9.1 by either Buyer or Seller, such termination shall be without liability for Damages to the other parties to this Agreement, and all obligations of all of the parties under this Agreement will terminate, except that the obligations of the parties under this Section 9.2 and Article 12 will survive; provided, however, that, if this Agreement is terminated pursuant to Section 9.1(b) or 9.1(c), then the terminating party's (and non-terminating party's) right to pursue legal remedies and Damages will survive such termination unimpaired.
(b) If Buyer or Seller seeks to recover Damages from the other pursuant to the proviso of Section 9.2(a), then the prevailing party shall be entitled to its costs and expenses (including reasonable attorneys' fees) in connection with such suit, together with interest from the date of termination of this Agreement on the amounts owed at the "prime" rate of interest as published from time to time by The Wall Street Journal in its "Money Rates" section in effect from time to time during such period plus two percent.