Common use of Methods of Termination Clause in Contracts

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, or

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to in any of the Closing Date as followsfollowing ways: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista Purchaser or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaSeller, in the following events: writing five (i5) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request days in advance of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025termination, if the Closing has not yet occurred; oroccurred by March 31, 2020 (provided that no party shall be permitted to terminate this Agreement hereunder if (ii) the failure of the Closing to occur prior to such date arises out of or results from the actions or omissions of the terminating party) or (ii) the parties are working in good faith for the receipt of any outstanding Regulatory Approval; (vib) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date Effective Time by the mutual consent in writing of Seller and Purchaser; (c) by Purchaser, as a result of any breach of any representation, warranty or covenant of Seller contained herein, which breach would cause any condition set forth in Sections 9.1 or 9.2 to not be satisfied, if Purchaser has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (d) by Seller, as a result of any breach of any representation, warranty or covenant of Purchaser contained herein, which breach would cause any condition set forth in Sections 10.1 or 10.2 to not be satisfied, if Seller has given notice of such breach and such breach is not, or is not capable of being, cured within thirty (30) days after such notice; (e) by either Purchaser or Seller, if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated hereby shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated hereby and such applicable dateinjunction, ordecree or other order shall be final and nonappealable.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior by written notice promptly given to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the otherother parties hereto, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing: by mutual written consent of the Boards of Directors of Federal and CACI Sub; by either CACI Sub or Federal, if there is a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any Change other action, in Law that does each case permanently restraining, enjoining or reasonably will materially impair otherwise prohibiting the ability transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or by CACI Sub, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of either such occurrence shall be due to the failure of CACI Sub or both CACI Parent (or their Subsidiaries or Affiliates) to perform in all material respects each of Colstrip Unit 3 and Colstrip Unit 4 their respective material obligations under this Agreement required to operate; (iv) be performed by it at any time or prior to the Closing, if any operational issue, mechanical issue ; or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025Federal, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of such occurrence shall be due to the failure of Federal (or Affiliates) to perform in all material respects each of their respective material obligations under this Agreement required to be performed by it at or prior to the Closing; or by CACI Sub, if Federal or XXX.XXX shall have (i) withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any position inconsistent with such approval or recommendation, including, without limitation, having failed (without the consent of CACI Sub) after a reasonable period of time to reject or disapprove any Acquisition Proposal; or by CACI Sub, in the event of a material breach by Federal or XXX.XXX of any representation, warranty or agreement contained herein which has not yet occurredbeen cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such breach was given to Federal; or (vi) at or by Federal, if Federal or XXX.XXX has received without prior solicitation an Acquisition Proposal and its outside legal counsel has advised the Board of Directors in writing that it would be a breach of their fiduciary responsibilities to refuse to entertain the Acquisition Proposal; or by Federal, in the event of a material breach by CACI Sub or CACI Parent of any time representation, warranty or agreement contained herein which has not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after December written notice of such breach was given to CACI Sub; or by Federal, if CACI Sub or CACI Parent shall have withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated hereby. Effect of Failure of Consummation of the Acquisition. In the event of termination under Section 6.1 hereof or if the Acquisition is not consummated for any reason by January 31, 20252001, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided this Agreement (except for herein Section 4.2.2) shall forthwith become void and there shall be no liability on the part of NorthWestern that is required to be fulfilled on any of the parties hereto or prior their respective officers and directors to the Closing Date other party except that (i)in the event that this Agreement is terminated by CACI Sub pursuant to Section 6.1.5 or any such applicable dateby Federal pursuant to Section 6.1.7 hereof , orFederal shall forthwith pay to CACI Sub the amount set forth in Section 4.5; or (ii) in the event that this Agreement is terminated by Federal pursuant to Section 0 or Section 0 hereof, CACI Sub and/or CACI Parent shall forthwith pay to Federal the amount set forth in Section 0. : DEFINITIONS AND MISCELLANEOUS

Methods of Termination. This Agreement and Unless waived by the transactions contemplated hereby Parties hereto in writing, the Transactions may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista Nano and NorthWestern; orAPNT; (b) by either Avista APNT or NorthWestern upon Nano if the material breach Closing has not occurred by the later of (i) July 31, 2014 or (ii) such other date that has been agreed in writing by Nano and APNT (the “End Date”); except that the right to terminate this Agreement under this Section 14.1(b) shall not be available to any Party whose failure to comply with any provision of this Agreement by has been the othercause of, or resulted in, the failure of the Closing Date to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; oroccur on or before such date. (c) by AvistaNano if there has been a breach by the APNT Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of Nano at the Closing under Section 12.1(a) (which shall be deemed to have occurred in the following events: (ievent of a material breach of Section 8.2(c)(i)) at any time after any final, non-appealable decision is made and such violation or breach has not been waived by Nano or cured by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respectsAPNT Parties within thirty (30) days after written notice thereof from Nano; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWesternAPNT, if there has been a breach by Nano of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice satisfaction of the intent conditions to terminate the obligations of the APNT Parties at the Closing under Section 12.2(a) and (B) Avista such violation or breach has not been waived by APNT or cured such Material Adverse Effect during such fifteen by Nano within thirty (1530) Business Day perioddays after written notice thereof from the APNT Parties; (iie) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern either APNT or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular Nano if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do Stockholder Approval is not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurredobtained; or (vif) at any time after December 31, 2025, by either APNT or Nano if any Law a court of competent jurisdiction or other Governmental Authority shall have issued an order or decree by injunction or taken any federal other action (which order, injunction or state court or Governmental Authority exists which would delay action the Parties shall use their use their commercially reasonable efforts to lift) permanently restraining, enjoining or otherwise impair prohibiting the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date Transactions or any of them and such applicable date, ororder or action shall have become final and nonappealable.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to in any of the Closing Date as followsfollowing ways: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista Purchaser or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaSeller, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request writing five days in advance of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025termination, if the Closing has not yet occurredoccurred by September 30, 2009 (provided that no party shall be permitted to terminate this Agreement hereunder, if the failure of the Closing to occur prior to such date arises out of or results from the action or omission of the terminating party); or52 (vib) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser; (c) by Seller if any condition set forth in Article X of this Agreement shall not have been met as of the date specified for Closing Date or waived in writing by Seller (to the extent a condition may be waived) other than through the failure of Seller to comply with its obligations under this Agreement; (d) by Purchaser if any condition set forth in Article IX of this Agreement shall not have been met as of the date specified for Closing or waived in writing by Purchaser (to the extent a condition may be waived) other than through the failure of Purchaser to comply with its obligations under this Agreement; (e) as a result of any breach of any representation, warranty or covenant of the other party contained herein if (i) the terminating party has given notice of such breach and such breach is not, or is not capable of being, cured within 30 days after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the closing condition set forth in Section 9.1 or 9.2, in the case of a termination by Purchaser, or in Section 10.1 or 10.2, in the case of a termination by Seller, not to be satisfied; (f) by either party if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and such applicable dateinjunction, decree or other order shall be final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit a party to terminate the Agreement pursuant to this clause if such order, prohibition or restraint could be removed by such party complying with the provisions of Section 8.2; or (g) by Seller on or after August 15, 2009 if Purchaser has not submitted all regulatory applications set forth on Schedule 11.1(g) prior to such date of termination, subject to any regulator review, comment and subsequent requests.

Methods of Termination. This Agreement and Unless waived by the transactions contemplated hereby Parties hereto in writing, the Transactions may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista and NorthWestern; orthe Parties; (b) by either Avista Middle Kingdom or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025Pypo Parties, if the Closing has not yet occurred; oroccurred by the later of (i) December 13, 2008, (ii) a date which has been approved by the shareholders of Middle Kingdom, provided such date is on or before January 31, 2009, or (iii) such other date that has been agreed by the Parties; (vic) by any Pypo Party, if there has been a breach by the Middle Kingdom Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the Pypo Parties at the Closing under Section 13.1(a) and such violation or breach has not been waived by the Pypo Parties or cured by the Middle Kingdom Parties within ten (10) business days after written notice thereof from the Pypo Parties; (d) by Middle Kingdom, if there has been a breach by the Pypo Parties of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the conditions to the obligations of the Middle Kingdom Parties at the Closing under Section 13.2(a) and such violation or breach has not been waived by the Middle Kingdom Parties or cured by the Pypo Parties within ten (10) business days after written notice thereof from the Middle Kingdom Parties; (e) by any Pypo Party, if the Middle Kingdom Board (or any committee thereof) shall have failed to recommend or shall have withdrawn or modified in a manner adverse to the Pypo Parties its approval or recommendation of this Agreement and the Transactions; (f) by either Middle Kingdom or the Pypo Parties, if, at the Stockholders’ Meeting (including any adjournments thereof), the Merger shall fail to be approved by a majority of the outstanding Common Stock and Class B Common Stock, voting as a group, in accordance with Section 253 of the DGCL, and/or this Agreement and the Share Exchange contemplated hereby shall fail to be approved and adopted by the affirmative vote of holders of a majority of the outstanding Class B Common Stock cast at the meeting in accordance with Middle Kingdom Constituent Instruments and the DGCL or if the aggregate number of shares of Class B Common Stock held by public stockholders of Middle Kingdom who exercise their redemption rights with respect to their Class B Common Stock in accordance with the Middle Kingdom Constituent Instruments shall constitute twenty percent (20%) or more of the Class B Common Stock sold in Middle Kingdom’s Public Offering. (g) by either Middle Kingdom or the Pypo Parties, if, at any time after meetings of stockholders of Middle Kingdom (including any adjournments thereof), an extension of deadline for completing the merger transaction from December 3113, 20252008 to February 28, if any Law or order or decree 2009 shall fail to be approved and adopted by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation affirmative vote of holders of a majority of the acquisition outstanding Class B Common Stock cast at the meeting or if the aggregate number of shares of Class B Common Stock held by public stockholders of Middle Kingdom who exercise their redemption rights with respect to their Class B Common Stock in accordance with the procedures set forth in the proxy statement in connection with such meeting shall constitute twenty percent (20%) or more of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWesternClass B Common Stock sold in Middle Kingdom’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orPublic Offering.

Methods of Termination. Upset Date This Agreement may be terminated and the transactions contemplated hereby may be terminated prior to abandoned at any time before the Closing Date as followsClosing: (a) at any time by By the mutual written consent of the Buyer and all of the Sellers; (b) By the Buyer, if all the conditions set forth in Section 8 of this Agreement shall not have been satisfied or waived on or before November 30, 1997 unless such satisfaction frustrated or made impossible by any act or failure to act of the Buyer; (c) By agreement of Avista all the Sellers if all the conditions set forth in Section 9 of this Agreement shall not have been satisfied or waived on or before November 30, 1997, unless such satisfaction has been frustrated or made impossible by any act or failure to act of any Seller or any Shareholder; (d) By either the Buyer, on the one hand, or the agreement of all the Sellers, on the other, if the Buyer, in the case of the Sellers, or any of the Sellers or the Executive Shareholders, in the case of the Buyer, fails to comply in any material respect with any of its covenants or agreements contained herein or in any document delivered in connection herewith, or breaches any of its representations and NorthWesternwarranties in any material way; (e) By the Buyer or agreement of all the Sellers if a Governmental Authority of competent jurisdiction shall have issued an order, decree or ruling or taken any other action (which order, decree or ruling the parties hereto shall use their reasonable efforts to lift), which permanently restrains, enjoins or otherwise prohibits the transactions contemplated by this Agreement; or (bf) by either Avista By the Buyer on or NorthWestern upon the material breach of this Agreement by the otherbefore October 23, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista1997, in the following events: event Parent and the minority shareholders of Care Management Resources, Inc. (i) at any time after any finalshall not have terminated that certain shareholders agreement with respect to their interests in said corporation, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31shall not have otherwise amended said shareholders agreement to Parent's satisfaction, 2025 if the Closing has not yet occurred; or (iii) at any time after December 31shall not have otherwise entered into an agreement providing for such termination or amendment, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista all upon such terms and conditions acceptable to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWesternParent, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orsole discretion.

Methods of Termination. This Agreement and the transactions contemplated hereby The Transactions may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista and NorthWestern; orthe Parties; (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at by China Growth, if the Company amends or supplements any time after any finalschedule hereto in accordance with Section 7.4 hereof and such amendment or supplement reflects facts or events that would reasonably be expected to have a Company Material Adverse Effect, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if by the Closing has not yet occurred; (iii) at any time after December 31, 2025Company, if China Growth amends or supplements any Law schedule hereto in accordance with Section 7.4 hereof and such amendment or order supplement reflects facts or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, events that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day periodon China Growth; (iic) at any time after any final, non-appealable decision is made by either China Growth or the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025Company, if the Closing has not yet occurred; or occurred by February 26, 2012 (vi) at any time after December 31, 2025, if any Law or order or decree such later date as may be established by any federal or state court or Governmental Authority exists the shareholders of China Growth as the deadline by which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 InterestsChina Growth must complete a Business Combination); provided, however, that the event triggering NorthWestern’s termination right did to terminate this Agreement under this Section 10.1(c) shall not result from the failure by NorthWestern be available to fulfill any undertaking or commitment provided for herein on the part of NorthWestern Party that is required then in breach of any of its covenants, representations or warranties in this Agreement; (d) by Company, (i) if China Growth shall have breached any of its covenants in Article VI or VII hereof in any material respect, (ii) if the representations and warranties of China Growth contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to be fulfilled on or the extent that such representations are made herein as of a specific date prior to the Closing Date or Date, and in any such event, if such breach is subject to cure, China Growth has not cured such breach within 10 Business Days of notice from the Company of an intent to terminate; (e) by China Growth, (i) if the Company or the Founder shall have breached any of the covenants in Articles V or VII hereof in any material respect, (ii) if the representations and warranties of the Company and the Founder contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, the Company and the Founder have not cured such breach within ten (10) Business Days of China Growth’s notice of an intent to terminate; (f) by China Growth or the Company if either of their respective Boards of Directors shall have determined in good faith, based upon the advice of outside legal counsel, that failure to terminate this Agreement is reasonably likely to result in such Board of Directors breaching its fiduciary duties to the shareholders of China Growth or the Company, as applicable, under applicable dateLaws by reason of the pendency of an unsolicited, orbona fide written proposal for a superior transaction; (g) by the Company or the Founder, if this Agreement and the Transactions shall fail to be approved and adopted by the shareholders of the Company pursuant to its Memorandum and Articles of Association.

Methods of Termination. This Prior to the Closing, this Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date abandoned as follows: (a) at any time by mutual written agreement consent of Avista Seller and NorthWestern; orBuyer; (b) by either Avista Party by written notice to the other if the Closing has not occurred on or NorthWestern upon before six (6) months after the material breach of this Agreement date hereof (the “Outside Date”); provided, however, that (i) the Outside Date may be extended by either Party, by written notice to the other, by additional increments of sixty (60) days (each, an “Extension”) if the applicable Governmental Entity approvals have not been obtained by the date that is six (6) months (or later, as extended by one or more Extensions pursuant to the terms hereof) after the date hereof; provided that (x) the aggregate number of Extensions effected by both Parties shall not exceed three (3) and (y) without the agreement of both Parties, no Extensions shall be effectivepermitted if Required Approvals cannot be obtained to satisfy, if curableor have been obtained in a manner that does not satisfy, upon the breaching Party’s failure applicable conditions precedent to cure within fifteen (15) Business Days of notice givenClosing, and (ii) the right to terminate this Agreement under this Section 9.1(b) shall not be available to a Party if incurablesuch Party has failed to fulfill its obligations under this Agreement in accordance with the terms and conditions set forth herein; (c) by either Party by written notice to the other if any final and non-appealable Governmental Order restraining, upon notice given, enjoining or otherwise prohibiting the transactions contemplated by this Agreement shall have been issued; provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (cpursuant to this Section 9.1(c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable shall have used its Reasonable Efforts to seek relief from such Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respectsOrder; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWesternSeller by written notice to Buyer, if Buyer shall have breached any of its representations, warranties, covenants or agreements contained in this Agreement which would give rise to the following events: (i) if failure of a factcondition set forth in Article VII, matter, condition, event which breach cannot be or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not been cured such Material Adverse Effect during such fifteen within sixty (1560) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurreddays following written notification thereof; or (vie) at any time after December 31, 2025by Buyer by written notice to Seller, if Seller shall have breached any Law of its representations, warranties, covenants or order or decree by any federal or state court or Governmental Authority exists agreements contained in this Agreement which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from give rise to the failure by NorthWestern to fulfill any undertaking of a condition set forth in Article VI, which breach cannot be or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orhas not been cured within sixty (60) days following written notification thereof.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the ClosingMerger Effective Time, whether before or after approval of this Agreement by the stockholders of AccuMed or Acquisition Sub, in the following manner: (i) by the mutual consent, in writing, of all of the parties hereto; or (ii) by AccuMed, by giving written notice of such termination to the other parties hereto if, upon the taking of the vote of AccuMed's stockholders required by the provisions of Section 1.7(a) hereof, the required approval of the AccuMed stockholders shall not be obtained, provided that the Board of Directors of AccuMed recommended, and used its best efforts to obtain, the adoption of this Agreement and approved of the transaction contemplated hereby prior to the taking of such vote; or (iii) by AccuMed, by giving written notice of such termination to Ampersand and Acquisition Sub, (A) if there is has been (I) a material breach of any Change agreement herein on the part of Ampersand or Acquisition Sub which has not been cured or adequate assurance of cure given, in Law that does either case within twenty (20) calendar days following notice of such breach from AccuMed (subject, however, to the provisions of Section 1.12(b) hereof), or (II) a breach of a representation or warranty of Ampersand or Acquisition Sub herein which (individually or, together with such other breaches, in the aggregate) would reasonably will be expected to materially impair the ability of either Ampersand or both Acquisition Sub to perform its obligations under this Agreement and which, in the reasonable opinion of Colstrip Unit 3 and Colstrip Unit 4 AccuMed, by its nature cannot be cured prior to operate;May 31, 2001, or (B) if there shall have occurred or been proposed after the date of this Agreement (I) any change in any law, rule or regulation, or (II) there shall have been any decision or action by any court, government or governmental agency, that could reasonably be expected to prevent consummation of the Merger or delay such consummation beyond May 31, 2001, or that would have a material adverse effect on Ampersand or Acquisition Sub; or (iv) at by Ampersand or Acquisition Sub, by giving written notice of such termination to AccuMed, (A) if there has been (I) a material breach of any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for agreement herein on the part of NorthWestern that is required to be fulfilled on AccuMed which has not been cured or prior to the Closing Date adequate assurance of cure given, in either case within twenty (20) calendar days following notice of such breach from Ampersand or any such applicable date, orAcquisition

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) abandoned at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair Initial Closing (but not thereafter): (a) by mutual written consent of the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operateparties hereto; (ivb) at by Sellers or Purchasers (i) thirty (30) days after the date upon which any time prior to request or application for a required regulatory approval, authorization, consent or order from any federal or state banking or other regulatory authority or agency necessary for both the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 transactions contemplated hereby and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated transactions contemplated by the OperatorFCTC Sale Agreement shall have been denied, and unless within the Project Users do not unanimously agree that the Project shall be endedthirty (30) day period following such denial a petition for rehearing or an amended application has been filed with such governmental regulatory authority or agency; provided. howeverPROVIDED, HOWEVER, that NorthWestern must make its election no party shall have the right to terminate, terminate this Agreement pursuant to this Section 9.1(d)(iv), prior SECTION 11.1(b) if such denial shall be due to the time failure of the Committee votes on party seeking to terminate this Agreement to perform or observe in any material respects the Operator’s recommendation to repaircovenants and agreements of such party set forth herein, or (ii) if any federal or state banking or other regulatory authority or agency, or court of competent jurisdiction, shall have issued a final and non-appealable order, injunction or other legal restraint or prohibition preventing the consummation of the transactions contemplated hereby; (vc) at by Sellers or Purchasers (provided that the terminating party is not then in material breach of any time representation, warranty, covenant or other agreement contained herein), in the event of a material breach by the other party of any representation, warranty, covenant or other agreement contained herein, which breach is not cured after December 31, 2025, thirty (30) days written notice thereof is given to the party committing such breach; (d) by Sellers or Purchasers for any reason or no reason if the Initial Closing has not yet occurredoccurred on or before June 30, 2001; or (vie) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern Purchasers pursuant to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orSECTION 7.9 hereof.

Methods of Termination. This Agreement and Prior to the Closing, the transactions contemplated hereby herein may be terminated prior to the Closing Date as followsand/or abandoned at any time: (a) at any time by mutual written agreement of Avista the Elan Companies and NorthWestern; orthe Acquiror; (b) by either Avista or NorthWestern upon the material breach of Elan Companies if the Closing shall not have occurred by December 15, 2002 (the "Termination Date"); provided, that the right to terminate the Agreement pursuant to this Agreement by Section 12.01(b) shall not be available to the other, to be effectiveElan Companies, if curable, upon the breaching Party’s their failure to cure within fifteen (15) Business Days perform in all material respects any of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its their obligations and undertakings under this Agreement or any Related Agreement results in all material respects; orthe failure of the Closing to occur by such time; (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made Acquiror if the Closing shall not have occurred by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing Termination Date; provided, that the right to reasonably meet terminate the request of Avista Agreement pursuant to this Section 12.01(c) shall not be available to the Acquiror if its failure to perform in all material respects; (ii) at respects any time after December 31, 2025 if of its obligations under this Agreement or any Related Agreement results in the failure of the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree to occur by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interestssuch time; or provided, further, that if the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista sole reason that is required to be fulfilled on or prior to the Closing has not occurred by the Termination Date is that the Elan Companies have failed to obtain all Elan Third Party Consents, then the Elan Companies may, by written notice to Acquiror, request extension of such termination date one or any such applicable date; ormore times but in no event may Elan Companies extend this termination date beyond January 31, 2003; (d) by NorthWestern, either the Elan Companies or the Acquiror if there shall be in effect any Law that prohibits the following events: (i) Closing or if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or the Closing would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day periodviolate any non-appealable Order; (iie) at by either the Elan Companies or the Acquiror if the other party has breached any time after any finalmaterial obligation hereunder that remains uncured for a period of 30 days, unless such breach is not capable of cure, in which event the non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respectsbreaching party may terminate immediately; (iiif) by the Elan Companies, for any breach by the Acquiror of Section 7.07; (g) by either the Elan Companies or the Acquiror if the shareholders of Elan Parent shall have rejected the proposal to approve the transactions contemplated by this Agreement and the Related Agreements at any time prior to the Closing, Elan Shareholder Meeting; or (h) by the Acquiror if there is any Change in Law that does or reasonably will materially impair material breach by the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) Elan Companies of the Ownership and Operation Agreement, obligations set forth in particular Section 8.17 or if the Project suffers damage exceeding 20% Elan Parent board of directors withdraws its recommendation of this Agreement or the then-depreciated value, as calculated transactions contemplated hereby or by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orRelated Agreements.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as follows: (a) abandoned at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that to the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled other party on or prior to the Closing Date: (a) by mutual written consent of MAGIC and Seller; (b) By MAGIC if any condition in Article V herein has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of MAGIC to comply with its obligations under this Agreement), and MAGIC has not waived such condition in writing on or before such date; (c) By Be Media or Seller if any condition in Article VI herein has not been satisfied as of the Closing Date or if satisfaction of such applicable a condition by such date is or becomes impossible (other than through the failure of Be Media and/or Seller to comply with its obligations under this Agreement), and Be Media or Seller has not waived such condition in writing on or before such date; or (d) by NorthWesternBy either MAGIC or Seller, in if the following events: (i) if a factClosing shall not have occurred on or before the Closing Date or the Termination Date, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effectas applicable; provided, however, that (Athe right to terminate this Agreement under this Section 3.6(d) NorthWestern shall not be available to any party whose failure to fulfill any obligation under this Agreement, has given Avista at least fifteen (15) Business Days’ prior notice been the cause of or resulted in, the failure of the intent Closing Date to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;occur on or before the Termination Date. (iie) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern board of directors of either MAGIC or failing to reasonably meet the request of NorthWestern in all material respects; (iii) BE MEDIA at any time prior to the ClosingClosing Date if (i) there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, if there is prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or (ii) any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree transactions contemplated hereby are disapproved by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that regulatory authority whose approval is required to be fulfilled on or prior to the Closing Date or any consummate such applicable date, ortransactions.

Methods of Termination. (a) This Agreement and the transactions contemplated hereby may be terminated prior by either the Buyers or Seller on notice to the Closing Date other Party as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a factany Governmental Authority shall have enacted, matterissued, conditionpromulgated, event enforced or circumstance first disclosed in an Update from Avista has had entered any injunction, order, decree or would reasonably be expected ruling or taken any other Action Americas 92513545 (including the failure to have a Material Adverse Effecttaken an Action) which, in either such case, has become final and non‑appealable and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such transactions; provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(a) shall not be available to a Party if its failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the final and non‑appealable Action of such Governmental Authority (Aincluding the failure to have taken an Action) NorthWestern that has given Avista at least fifteen (15) Business Days’ prior notice the effect of making the consummation of the intent to terminate and (B) Avista has not cured transactions contemplated hereby illegal or otherwise preventing or prohibiting consummation of such Material Adverse Effect during such fifteen (15) Business Day periodtransactions; (ii) at if the Closing shall not have occurred on or before the date that is twelve (12) months following the Execution Date (which date may be extended by any time after any finalParty, non-appealable decision is made by notice to the other Party, for one additional six (6) month period if applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated approvals have not been obtained by the Operatordate that is twelve (12) months after the Execution Date) (such date, and the Project Users do not unanimously agree that the Project shall be ended“Outside Date”); provided. , however, that NorthWestern must make its election the right to terminate, terminate this Agreement pursuant to this Section 9.1(d)(iv)9.1(a) shall not be available to a Party if its failure to fulfill, prior to or its delay in fulfilling, any obligation under this Agreement shall have been the time cause of, or shall have resulted in, the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if failure of the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled occur on or prior to the Closing Outside Date; or (iii) in the event of a material breach of any representation, warranty, covenant or agreement contained in this Agreement by the other Party, which breach would cause the failure of a closing condition hereunder and remains uncured thirty (30) days following written notice by the non-breaching Party to the breaching Party; provided, however, that the breaching Party shall be entitled to an extension to cure such breach to the Outside Date or any if it is reasonably capable of being cured by such applicable date, date and the breaching Party is attempting in good faith to pursue the cure; or (iv) by mutual written consent of the Buyers and Seller. (b) This Agreement may be terminated by the Buyers if a material Casualty Loss has occurred pursuant to and in accordance with Section 7.6 hereof.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as follows: (a) abandoned at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that to the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled other party on or prior to the Closing Date: (a) by mutual written consent of MAGIC and Seller; (b) By MAGIC if any condition in Article V herein has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of MAGIC to comply with its obligations under this Agreement and/or, if applicable, the NHTN Stock Purchase Agreement (as defined in Section 4.6 herein)), and MAGIC has not waived such condition on or before such date; (c) By Seller if any condition in Article VI herein has not been satisfied as of the Closing Date or if satisfaction of such applicable a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement and/or, if applicable, the NHTN Stock Purchase Agreement (as defined in Section 4.6 herein)), and Seller has not waived such condition on or before such date; or (d) by NorthWesternBy either MAGIC or Seller, in if the following events: (i) if a factClosing shall not have occurred on or before the Closing Date or the Termination Date, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effectas applicable; provided, however, that the right to terminate this Agreement under this Section 3.6(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement and/or, if applicable, the NHTN Stock Purchase Agreement (A) NorthWestern as defined in Section 4.6 herein), has given Avista at least fifteen (15) Business Days’ prior notice been the cause of or resulted in, the failure of the intent Closing Date to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;occur on or before the Termination Date. (iie) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern board of directors of either MAGIC or failing to reasonably meet the request of NorthWestern in all material respects; (iii) NHNI at any time prior to the ClosingClosing Date if (i) there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, if there is prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or (ii) any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree transactions contemplated hereby are disapproved by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that regulatory authority whose approval is required to be fulfilled on or prior to the Closing Date or any consummate such applicable date, ortransactions.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as follows: (a) abandoned at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that to the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled other party on or prior to the Closing Date: (a) by mutual written consent of MAGIC and Seller; (b) By MAGIC if any condition in Article V herein has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of MAGIC to comply with its obligations under this Agreement and/or, if applicable, the ALW Agreement (as defined in Section 4.6 herein)), and MAGIC has not waived such condition on or before such date; (c) By Seller if any condition in Article VI herein has not been satisfied as of the Closing Date or if satisfaction of such applicable a condition by such date is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement and/or, if applicable, the ALW Agreement (as defined in Section 4.6 herein)), and Seller has not waived such condition on or before such date; or (d) by NorthWesternBy either MAGIC or Seller, in if the following events: (i) if a factClosing shall not have occurred on or before the Closing Date or the Termination Date, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effectas applicable; provided, however, that the right to terminate this Agreement under this Section 3.6(d) shall not be available to any party whose failure to fulfill any obligation under this Agreement and/or, if applicable, the ALW Agreement (A) NorthWestern as defined in Section 4.6 herein), has given Avista at least fifteen (15) Business Days’ prior notice been the cause of or resulted in, the failure of the intent Closing Date to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;occur on or before the Termination Date. (iie) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern board of directors of either MAGIC or failing to reasonably meet the request of NorthWestern in all material respects; (iii) NHNI at any time prior to the ClosingClosing Date if (i) there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, if there is prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or (ii) any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree transactions contemplated hereby are disapproved by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that regulatory authority whose approval is required to be fulfilled on or prior to the Closing Date or any consummate such applicable date, ortransactions.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior by written notice promptly given to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the otherother parties hereto, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing: 6.1.1 by mutual written consent of the Boards of Directors of CENTECH and CACI; 6.1.2 by either CACI or CENTECH, if there is a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any Change other action, in Law that does each case permanently restraining, enjoining or reasonably will materially impair otherwise prohibiting the ability transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or 6.1.3 by CACI, if the Closing shall not have occurred on or before March 31, 2000 unless the absence of either such occurrence shall be due to the failure of CACI or both Parent (or their Subsidiaries or Affiliates) to perform in all material respects each of Colstrip Unit 3 and Colstrip Unit 4 its material obligations under this Agreement required to operate; (iv) be performed by it at any time or prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated ; or 6.1.4 by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025CENTECH, if the Closing has shall not yet occurred; or (vi) at any time after December have occurred on or before March 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair 2000 unless the consummation absence of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from such occurrence shall be due to the failure by NorthWestern of CENTECH (or its Affiliates) to fulfill any undertaking or commitment provided for herein on the part perform in all material respects each of NorthWestern that is its material obligations under this Agreement required to be fulfilled on performed by it at or prior to the Closing; or 6.1.5 by CACI, if CENTECH shall have (i) withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any position inconsistent with such approval or recommendation, including, without limitation, having failed (without the consent of CACI) after a reasonable period of time to reject or disapprove any Acquisition Proposal (or after a reasonable period of time to recommend to its shareholders such rejection or disapproval); or 6.1.6 by CACI, in the event of a material breach by CENTECH of any representation, warranty or agreement contained herein which has not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such breach was given to CENTECH; or 6.1.7 by CENTECH, if CENTECH has received without prior solicitation an Acquisition Proposal and its outside legal counsel has advised the Board of Directors in writing that it would be a breach of their fiduciary responsibilities to refuse to entertain the Acquisition Proposal; or 6.1.8 by CENTECH, in the event of a material breach by CACI or CACI of any representation, warranty or agreement contained herein which has not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such applicable datebreach was given to CACI; or 6.1.9 by CENTECH, orif CACI shall have withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated hereby.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as follows: (a) abandoned at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that to the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled other party on or prior to the Closing Date: (a) By mutual written consent of DSTV and Seller; (b) By DSTV if any condition in Article V herein has not been satisfied as of the Closing Date or if satisfaction of such a condition by such date is or becomes impossible (other than through the failure of DSTV to comply with its obligations under this Agreement), and DSTV has not waived such condition in writing on or before such date; (c) By ABG or Seller if any condition in Article VI herein has not been satisfied as of the Closing Date or if satisfaction of such applicable a condition by such date is or becomes impossible (other than through the failure of ABG and/or Seller to comply with its obligations under this Agreement), and ABG or Seller has not waived such condition in writing on or before such date; or (d) by NorthWesternBy either DSTV or Seller, in if the following events: (i) if a factClosing shall not have occurred on or before the Closing Date or the Termination Date, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effectas applicable; provided, however, that (Athe right to terminate this Agreement under this Section 3.6(d) NorthWestern shall not be available to any party whose failure to fulfill any obligation under this Agreement, has given Avista at least fifteen (15) Business Days’ prior notice been the cause of or resulted in, the failure of the intent Closing Date to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period;occur on or before the Termination Date. (iie) at any time after any final, non-appealable decision is made by By the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern board of directors of either DSTV or failing to reasonably meet the request of NorthWestern in all material respects; (iii) ABG at any time prior to the ClosingClosing Date if (i) there shall be any action or proceeding before any court or any governmental body which shall seek to restrain, if there is prohibit or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; or (ii) any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree transactions contemplated hereby are disapproved by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that regulatory authority whose approval is required to be fulfilled on or prior to the Closing Date or any consummate such applicable date, ortransactions.

Methods of Termination. This Agreement may be terminated and the transactions herein contemplated hereby may be terminated prior to the Closing Date as followsabandoned at any time: (a) at any time by mutual written agreement consent of Avista Buyer and NorthWestern; orthe Sellers; (b) by either Avista Buyer if the Bankruptcy Court does not enter an order approving (i) the Sale Procedures Provisions, on or NorthWestern upon prior to October 30, 2003 or nine(9) days after the material breach of this Agreement by Sale Motion Date; or (ii) the otherAsset Sale Order, on or prior to be effectiveDecember 1, if curable2003, upon or forty-one (41) days after the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; orSale Motion Date; (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request Buyer if as of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date any of the conditions specified in Article VIII hereof have not been satisfied or if any such applicable date; orof the Sellers is otherwise in material default under this Agreement; (d) by NorthWesternthe Sellers if as of the Closing Date any of the conditions specified in Article IX hereof have not been satisfied or if Buyer is otherwise in material default under this Agreement as of the Closing Date; or (e) by Buyer or the Sellers if the Sellers enters into an Alternative Transaction; (f) by Buyer prior to Closing if a motion to dismiss the Chapter 11 Case or a motion to convert the Chapter 11 Case or appoint a trustee or examiner has been granted in the Chapter 11 Case; (g) by Buyer or the Sellers if the transactions contemplated pursuant to this Agreement are not consummated on or before December 19, 2003 or sixty (60) days after the Sale Motion Date; provided that if any party has materially breached or defaulted with respect to its obligations under this Agreement on or before such date, such party may terminate this Agreement pursuant to this Section 11.1(h), and each other party to this Agreement may at its option enforce its rights against such breaching or defaulting party and seek any remedies against such party, in either case as provided hereunder and by applicable Regulation; (h) by Buyer if there shall be in effect a stay pending appeal or other order restraining, enjoining or otherwise prohibiting the following events:consummation of the transactions contemplated herein and such stay or order is not lifted or removed on or before December 19, 2003; or (i) by Buyer if a fact, matter, condition, event Buyer has been notified by the Sellers of an actual or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a prospective Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice breach of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any finalrepresentation, warranty or covenant, or non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request fulfillment of NorthWestern a condition in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of accordance with Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, or4.3.

Methods of Termination. This Agreement and Unless waived by the Parties hereto in writing, the transactions contemplated hereby by this Agreement may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista and NorthWestern; orthe Parties; (b) by either Avista Prospect or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025KW, if the Closing has not yet occurred; oroccurred by November 13, 2009; (vic) at any time after December 31, 2025by either Prospect or KW, if any Law or order or decree by any federal or state court or a Governmental Authority exists shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order, in each case which would delay has become final and non-appealable, and which permanently restrains, enjoins or otherwise impair prohibits the consummation transactions contemplated hereby; (d) by KW if it is not in material breach of this Agreement, and if there has been a breach by Prospect of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the acquisition conditions to the obligations of KW at the Closing under Section 8.1 and such violation or breach has not been waived by KW or cured by Prospect within ten (10) business days after written notice thereof from KW; (e) by Prospect, if it is not in material breach of this Agreement, and if (i) there has been a breach by KW of any representation, warranty, covenant or agreement contained in this Agreement which has prevented the satisfaction of the Avista Colstrip Units 3&4 Interests; providedconditions to the obligations of Prospect at the Closing under Section 8.2 and such violation or breach has not been waived by Prospect or cured by KW within ten (10) business days after written notice thereof from Prospect, or (ii) KW has notified Prospect that KW will be unable to obtain a Required Consent prior to October 15, 2009; (f) by KW, if the event triggering NorthWestern’s termination right did Prospect Board (or any committee thereof) shall have failed to recommend or shall have withdrawn or modified in a manner adverse to KW its approval or recommendation of this Agreement and the transactions contemplated hereunder; (g) by Prospect, if the board of directors of KW (or any committee thereof) shall have failed to recommend or shall have withdrawn or modified in a manner adverse to Prospect its approval or recommendation of this Agreement and the transactions contemplated hereunder; (h) by either Prospect or KW if, at the Prospect Stockholders' Meeting (including any adjournments thereof), the Prospect Stockholder Approvals shall not result from have been obtained, or the failure aggregate number of shares of Prospect Common Stock held by NorthWestern public stockholders of Prospect who exercise their redemption rights with respect to fulfill any undertaking their Prospect Common Stock in accordance with the Prospect Constituent Instruments shall constitute thirty percent (30%) or commitment provided for herein on more of the part of NorthWestern that is required to be fulfilled Prospect Common Stock sold in the Prospect Public Offering. (i) by either Prospect or KW if the KW Common Approval shall not have been obtained on or prior to the Closing Date or any such applicable dateNovember 13, or2009.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista Seller and NorthWesternBuyer; or (b) by either Avista Seller or NorthWestern Buyer upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen five (155) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaSeller, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista the Seller or failing to reasonably meet the request of Avista the Seller in all material respects;; or (ii) at any time after [December 31, 2025 2020] if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, provided further, that the event triggering AvistaSeller’s termination right did not result from the failure by Avista Seller to fulfill any undertaking or commitment provided for herein on the part of Avista Seller that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or. (d) by NorthWesternBuyer, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista Seller has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern Buyer has given Avista Seller at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista Seller has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern the Buyer or failing to reasonably meet the request of NorthWestern the Buyer in all material respects; (iii) at any time prior to after [December 31, 2020] if the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operateClosing has not yet occurred; (iv) at any time prior to the Closingafter [December 31, 2020], if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition sale of the Avista Colstrip Units 3&4 4 Interests; (v) at any time if any Project User exercises a right of first refusal offered to it by the Seller (pursuant to the terms of the Ownership and Operation Agreement); or (vi) if Seller has failed to deliver to the Buyer the ROFR Resolution Notice by within the time specified in Section 7.9; provided, that the event triggering NorthWesternBuyer’s termination right did not result from the failure by NorthWestern Buyer to fulfill any undertaking or commitment provided for herein on the part of NorthWestern Buyer that is required to be fulfilled on or prior to the Closing Date or any such applicable date, or.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be terminated abandoned at any time prior to the Closing Date as followsClosing: (a) at any time by the mutual written agreement consent of Avista Parent and NorthWesternMW; or (b) by either Avista Parent or NorthWestern upon MW, if all of the material conditions to such Party’s obligations set forth in Article X of this Agreement shall not have been satisfied or waived on or prior to August 29, 2008 (“Outside Date”); provided, however, (i) that no Party shall have the right to terminate this Agreement pursuant to this subsection if such conditions have not been satisfied due to such Party’s breach of this Agreement and (ii) in the event the conditions set forth in Section 10.1(c) or 10.2(c) have not been satisfied or waived prior to the Outside Date, then Parent (in the case of Section 10.1(c)) and MW (in the case of Section 10.2(c)) shall have the right to extend such Outside Date to a specified date that is within five business days following the expected receipt of such consents and approvals by providing written notice to the other Parties of such election on any date prior to the Outside Date; provided, further, a Party may exercise such right to extend the Outside Date only in the event that it is reasonably likely as of the date of such notice that the Parties will receive such consents and approvals by such expected date and in no event shall the Outside Date extend beyond the date that is six months after the date of this Agreement unless mutually agreed to by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement Parties in all material respects; orwriting. (c) by Avistaeither MW, in on the following events: (i) at any time after any finalone hand, non-appealable decision is made by or Parent, on the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025other hand, if there shall have been a material breach of any Law representation, warranty, covenant or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein agreement set forth in this Agreement on the part of Avista that is required to be fulfilled Parent or Purchaser, on the one hand, or any of the Sellers, on the other hand, which breach shall not have been cured by the breaching Party, in the case of a representation or warranty, prior to the date on which all of the conditions other than the accuracy of the representation and warranty in question would be satisfied for the Closing Date or, in the case of a covenant or any agreement, within ten business days following receipt by the breaching Party of notice of such applicable datebreach; or (d) by NorthWesterneither MW or the Parent, if a Governmental Authority shall have issued an order, decree or ruling or taken any other action, in each case preliminarily or permanently restraining, enjoining or otherwise prohibiting the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made transactions contemplated by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation this Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated valueand such order, as calculated by the Operatordecree, ruling or other action shall have become final and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, ornonappealable.

Methods of Termination. This Agreement and the The transactions contemplated hereby herein may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista the Purchaser, Sihitech and NorthWestern; orthe Vendors; (b) by either Avista or NorthWestern upon the material breach of this Agreement (i) by the Purchaser if Sihitech or any Vendor amends or supplements any Sihitech or Vendor schedule hereto in accordance with Section 8.4 hereof and such amendment or supplement reflects a material adverse change in the condition (financial or other), to be effectiveoperations or prospects of Sihitech or the Sihitech Business, as a whole or in part, after the date hereof, or (ii) by Vendors if curable, upon the breaching Party’s failure to cure within fifteen Purchaser amends or supplements any the Purchaser Schedule hereto in accordance with Section 8.4 hereof and such amendment or supplement reflects a material adverse change in the condition (15financial or other) Business Days or operations of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; orPurchaser. (c) by Avistaeither the Purchaser or the Vendors, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of closing for the acquisition of e-Channels by e-Channels BVI has not occurred by May 31, 2006 (or such other date as may be extended from time to time by written agreement of the Avista Colstrip Units 3&4 InterestsPurchaser and Vendors); or provided, furtherhowever, that the event triggering Avista’s termination right did to terminate this Agreement under this Section 11.1(c) shall not result from the failure by Avista be available to fulfill any undertaking or commitment provided for herein on the part of Avista Party that is required to be fulfilled on then in breach of any of its covenants, representations or prior to the Closing Date or any such applicable date; orwarranties in this Agreement; (d) by NorthWesternthe Vendors, in the following events: (i) if a fact, matter, condition, event the Purchaser shall have breached any of its covenants herein in any respect or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (Aii) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice if the representations and warranties of the intent Purchaser contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to terminate the extent that such representations are made herein as of a specific date prior to the Closing Date, and (B) Avista in any such event, if such breach is subject to cure, the Purchaser has not cured such Material Adverse Effect during such fifteen (15) breach within 10 Business Day periodDays of the Vendor’s notice of an intent to terminate; (e) by the Purchaser, (i) if Sihitech or any Vendor shall have breached any of the covenants herein in any respect or (ii) at if the representations and warranties of Sihitech or any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern Vendor contained in this Agreement shall not be true and correct in all material respects; , at the time made, or (iii) if such representations and warranties shall not be true and correct at any time prior and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the Closing, if there is any Change in Law extent that does or reasonably will materially impair the ability such representations are made herein as of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or a specific date prior to the Closing Date or Date, and in any such applicable dateevent, orif such breach is subject to cure, Sihitech or the Vendors have not cured such breach within 10 Business Days of the Purchaser’s notice of an intent to terminate.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the ClosingEffective Date but only in the following manner: (i) by the mutual consent, in writing, of all of the parties hereto; or (ii) by MB by giving written notice of such termination to Seller and the Seller Stockholders, (A) if there is has been (I) a material breach of any Change agreement herein on the part of Seller or the Seller Stockholders, or in Law that does the Bank Merger Agreement by Seller or any Affiliated Seller Entity which has not been cured or adequate assurance of cure given, in either case within twenty (20) calendar days following notice of such breach from MB, or (II) a breach of a representation or warranty of Seller and/or the Seller Stockholders herein, or in the Bank Merger Agreement by Seller or any Affiliated Seller Entity which (individually or, together with other such breaches, in the aggregate) would reasonably will be expected to materially impair the ability of either Seller or both the Seller Stockholders to perform any of Colstrip Unit 3 their respective obligations under this Agreement, or Seller or any Affiliated Seller Entity to perform any of their respective obligations under the Bank Merger Agreement, and Colstrip Unit 4 which, in the reasonable opinion of MB, by its nature cannot be cured prior to operate; September 30, 2002, (ivB) if any Acquisition Proposal, other than as contemplated by this Agreement, or the Bank Merger Agreement, shall have been proposed by any third party (and such proposal is not opposed in writing by Seller, all of the Seller Stockholders and any affected Affiliated Seller Entity within twenty (20) calendar days after Seller or any of the Seller Stockholders or Affiliated Seller Entities shall have first received or become aware of such proposal, or Seller or any of the Seller Stockholders or Affiliated Seller Entities, or any of the respective Boards of Directors of any such corporate Persons, at any time prior shall cease to the Closingoppose such proposal or shall take, if or permit Seller or any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Seller Stockholders or Affiliated Seller Entities to take, any action that is not consistent with opposition to such proposal) or shall have been agreed to or consummated, (C) if there shall have occurred or been proposed, after the date of this Agreement, any change in particular if any law, rule or regulation, or after the Project suffers damage exceeding 20% date of this Agreement there shall have been any decision or action by any court, government or governmental agency (including, without limitation, any bank regulatory authority) that could reasonably be expected to prevent consummation of the then-depreciated valueHolding Company Acquisition and/or the Mergers or delay such consummation beyond September 30, as calculated by 2002, or that would have a material adverse effect on Seller or any of the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurredAffiliated Seller Entities; or (viiii) at any time after December 31by Seller, 2025or the Seller Stockholders acting unanimously, by giving written notice of such termination to MB, if there has been (I) a material breach of any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for agreement herein on the part of NorthWestern that is required MB, or in the Bank Merger Agreement by MB Bank, which has not been cured or adequate assurance of cure given, in either case within twenty (20) calendar days following notice of such breach from Seller or the Seller Stockholders, or (II) a breach of a representation or warranty of MB herein, or in the Bank Merger Agreement by MB Bank, which (individually or, together with other such breaches, in the aggregate) would reasonably be expected to materially impair the ability of MB or any subsidiary or affiliate thereof to perform its obligations under this Agreement or under the Bank Merger Agreement and which, in the opinion of Seller or the Seller Stockholders acting unanimously, by its nature cannot be fulfilled cured prior to September 30, 2002; or (iv) by any party hereto, by giving written notice of such termination to the other parties, if the Mergers shall not have been consummated on or prior before September 30, 2002, unless the failure of the Closing to occur by such date shall be due to the Closing Date failure of the party seeking to terminate this Agreement to perform or any observe the covenants and agreements of such applicable date, orparty set forth herein or in the Bank Merger Agreement.

Methods of Termination. This Agreement and Prior to the Closing, the transactions contemplated hereby herein may be terminated prior to the Closing Date as followsand/or abandoned at any time: (a) at any time by mutual written agreement of Avista the Elan Companies and NorthWestern; orthe Acquiror; (b) by either Avista or NorthWestern upon the material breach of Elan Companies if the Closing shall not have occurred by December 15, 2002 (the "Termination Date"); provided, that the right to terminate the Agreement pursuant to this Agreement by Section 12.01(b) shall not be available to the other, to be effectiveElan Companies, if curable, upon the breaching Party’s their failure to cure within fifteen (15) Business Days perform in all material respects any of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its their obligations and undertakings under this Agreement or any Related Agreement results in all material respects; orthe failure of the Closing to occur by such time; (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made Acquiror if the Closing shall not have occurred by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing Termination Date; provided, that the right to reasonably meet terminate the request of Avista Agreement pursuant to this Section 12.01(c) shall not be available to the Acquiror if its failure to perform in all material respects; (ii) at respects any time after December 31, 2025 if of its obligations under this Agreement or any Related Agreement results in the failure of the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree to occur by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interestssuch time; or provided, further, that if the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista sole reason that is required to be fulfilled on or prior to the Closing has not occurred by the Termination Date is that the Elan Companies have failed to obtain all Elan Third Party Consents, then the Elan Companies may, by written notice to Acquiror, request extension of such termination date one or any such applicable date; ormore times but in no event may Elan Companies extend this termination date beyond January 31, 2003; (d) by NorthWestern, either the Elan Companies or the Acquiror if there shall be in effect any Law that prohibits the following events: (i) Closing or if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or the Closing would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day periodviolate any non-appealable Order; (iie) at by either the Elan Companies or the Acquiror if the other party has breached any time after any finalmaterial obligation hereunder that remains uncured for a period of 30 days, unless such breach is not capable of cure, in which event the non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respectsbreaching party may terminate immediately; (iiif) at by the Elan Companies, for any time prior breach by the Acquiror of Section 7.07; or (g) by either the Elan Companies or the Acquiror if the shareholders of Elan Parent shall not have rejected the proposal to the Closingtransactions contemplated by this Agreement and the Related Agreements by January 31, 2003 at the Elan Shareholder Meeting; or (h) by the Acquiror if there is any Change in Law that does or reasonably will materially impair material breach by the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) Elan Companies of the Ownership and Operation Agreement, obligations set forth in particular Section 8.17 or if the Project suffers damage exceeding 20% Elan Parent board of directors withdraws its recommendation of this Agreement or the then-depreciated value, as calculated transactions contemplated hereby or by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orRelated Agreements.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to in any one of the Closing Date as followsfollowing ways: (a) at any time on or before the Outside Date by the mutual written agreement in writing of Avista the Purchaser and NorthWestern; orthe Seller; (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made the Outside Date by the applicable Governmental Authority denying Seller in writing if the conditions set forth in Article V of this Agreement shall not have been satisfied or waived in writing by the Seller (provided that the Seller is not then in material breach of any Required Regulatory Approval requested by Avista representation, warranty, covenant or failing to reasonably meet the request of Avista in all material respectsother agreement contained herein); (iic) at any time after December 31, 2025 the Outside Date by the Purchaser in writing if the Closing has conditions set forth in Article VI of this Agreement shall not yet occurredhave been satisfied or waived in writing by the Purchaser (provided that the Purchaser is not then in material breach of any representation, warranty, covenant or other agreement contained herein); (iiid) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to before the Closing Outside Date by the Purchaser or the Seller in writing if the other shall have breached any of its respective representations or warranties contained herein in any material respect or any of its respective covenants, agreements or obligations contained herein in any material respect, and such applicable date; or (d) breach has not been cured by NorthWestern, in the following events: earlier of (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior days after the giving of notice to the breaching Party of such breach, or (ii) the intent to Outside Date; provided, however, that neither Party hereto may terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day periodthis Agreement on account of its own breach hereof; (iie) by either the Seller or the Purchaser in writing at any time after any finalof the regulatory authorities has denied any application, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern notice or failing to reasonably meet the request of NorthWestern in all material respectsthe Purchaser for approval of the transactions contemplated hereby or has imposed a condition or requirement (other than regulatory capital levels or ratios) that is reasonably unacceptable to either Party; (iiif) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the OperatorSeller, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025the Outside Date, if the Closing has not yet occurredPurchaser shall have failed for any reason to have obtained the financing referred to in Section 2.23 hereof; or (vig) at any time after December 31, 2025, by either the Seller or the Purchaser in writing if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did transactions contemplated hereby are not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or consummated prior to the Closing Outside Date (provided that the terminating Party is not then in material breach of any representation, warranty, covenant or any such applicable dateother agreement contained herein), orunless extended by a written agreement by the Seller and the Purchaser.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista PSE and NorthWestern; or (b) by either Avista PSE or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaPSE, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista PSE or failing to reasonably meet the request of Avista PSE in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred;; or (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista PSE Colstrip Units 3&4 Interests; or provided, further, that the event triggering AvistaPSE’s termination right did not result from the failure by Avista PSE to fulfill any undertaking or commitment provided for herein on the part of Avista PSE that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista PSE has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista PSE at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista PSE has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista PSE Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, or.

Methods of Termination. This Agreement and the The transactions contemplated hereby herein may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by By mutual written agreement consent of Avista the Big City Parties and NorthWestern; orall the Stockholders; (b) by either Avista or NorthWestern upon By the Big City Parties (if they are not then in material breach of this Agreement their obligations hereunder) if (i) a material default or breach shall be made by the otherTarget Corporation Party with respect to the due and timely performance of any of their covenants and agreements contained herein and such default is not cured within thirty days, to be effectiveor (ii) if any of the Target Corporation Party's representations and warranties, if curable(x) made without any materiality standard, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, are not true and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement correct in all material respects; orrespects as of the date hereof and as of the Closing Date or (y) made with any materiality standard, are not true and correct in all respects as of the date hereof and as of the Closing Date; (c) by Avista, By the Target Corporation Parties (if they are not then in the following events: material breach of their obligations hereunder) if (i) at any time after any final, non-appealable decision is a material default or breach shall be made by the applicable Governmental Authority denying Big City Parties with respect to the due and timely performance of any Required Regulatory Approval requested by Avista of their covenants and agreements contained herein and such default or failing to reasonably meet breach results or would result in a Big City Material Adverse Effect and such default or breach is not cured within thirty days, or (ii) if any of the request of Avista Big City Parties representations and warranties, (x) made without any materiality standard, are not true and correct in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation respects as of the acquisition date hereof and as of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or (y) made with any materiality standard, are not true and correct in all respects as of the date hereof and as of the Closing Date, provided, however, that the inaccuracies of any such applicable date; orrepresentations or warranties shall not give rise to the right to terminate under this clause (ii) of this Section 11.1(c)(ii) unless the inaccuracies, in the aggregate and taken as a whole, reflect and would result in a Big City Material Adverse Effect; (d) by NorthWestern, in By either the following events: (i) if a fact, matter, condition, event Target Corporation Parties or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminateBig City Parties if, pursuant to this Section 9.1(d)(iv)7.14, prior Big City is unable to obtain an opinion from Heritage Capital Corp. that the consideration to be paid by Big City for each of the Target Corporations is fair to the time the Committee votes on the Operator’s recommendation to repair;Big City stockholders from a financial point of view. (ve) at any time after December 31, 2025, By either the Target Corporation Parties or the Big City Parties (if the Closing terminating Party is not then in material breach of its obligations hereunder) if the Effective Time has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree occurred by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result six months from the failure by NorthWestern date of this Agreement for any reason unless the Parties agree to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, oran extension in writing.

Methods of Termination. This Agreement and the The transactions contemplated hereby herein may be terminated and/or abandoned at any time prior to the Closing Date as followsClosing: (a) at any time by mutual written agreement of Avista Seller and NorthWesternBuyer; or (b) by either Avista Seller or NorthWestern upon Buyer if the Closing shall not have occurred by September 30, 2001; provided that the terminating party is not in material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; orhereunder; (c) by Avistaeither Seller or Buyer if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other party which proceeding remains undismissed for a period of 30 days; (d) by either Seller or Buyer if there shall be in effect any Law that prohibits the following events:Closing or if the Closing would violate any non-appealable Order; (e) by either Seller or Buyer if the other party has breached any material obligation hereunder that remains uncured for a period of 30 days after written notice and demand for cure thereof by the non-breaching party, unless such breach is not capable of cure in which event the non-breaching party may terminate immediately; or (f) by Seller if (i) at any time after any final, non-appealable decision is made five Business Days have elapsed since the conditions set forth in Section 10.03 of the Agreement have been satisfied (or waived by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request Buyer); (ii) all representations and warranties of Avista Seller contained in this Agreement are true and correct in all material respects; (ii) at respects on and as of the Draw Date as though given on and as of such date, except where the failure of any time after December 31representations and warranties to be true and correct, 2025 if individually or in the Closing has aggregate, would not yet occurred; have an Adverse Effect; (iii) at any time after December 31Seller shall have performed, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Draw Date, all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date or any such applicable dateother than obligations required to be performed at Closing; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to no Actions or Proceedings that question the Closing, if any operational issue, mechanical issue validity or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) legality of the Ownership transactions contemplated hereby shall have been instituted or threatened and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be endedsettled or otherwise terminated; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) Seller is ready, willing and able to perform its obligations under the Agreement at any time after December 31, 2025, if the Closing has not yet occurredClosing; or and (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair Buyer has not paid the consummation Base Purchase Price pursuant to Section 4.1(a)(i) of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, orthis Agreement.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to in any one of the Closing Date as followsfollowing ways: (a) at any time on or before the Closing Date by the mutual written agreement consent in writing of Avista Purchaser and NorthWestern; orSeller; (b) on the Closing Date by either Avista or NorthWestern upon Purchaser in writing if the material breach conditions set forth in Article VIII (excepting Section 8.6) of this Agreement shall not have been met by Seller or waived in writing by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; orPurchaser; (c) prior to the expiration of the time frames established in Section 1.9 by Avista, Purchaser in writing if the following events:conditions set forth in Section 8.6 of this Agreement shall not have been met by Seller or waived in writing by Purchaser; (id) on the Closing Date by Seller in writing if the conditions set forth in Article IX of this Agreement shall not have been met or waived in writing by Seller; (e) at any time on or before the Closing Date by Purchaser or Seller in writing if the other shall have been in breach of any representation or warranty in any material respect (as if such representation or warranty had been made on and as of the date hereof and on the date of the notice of breach referred to below), or in breach of any covenant, undertaking or obligation contained herein and such breach has not been cured by the earlier of thirty (30) calendar days after the giving of notice to the breaching party of such breach or the Closing Date; (f) by either Seller or Purchaser in writing at any time after any final, non-appealable decision is made by of the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respectsregulatory approvals has been denied and are not appealable; (iig) at any time after December by either Seller or Purchaser in writing if the transactions contemplated hereby are not consummated on or before May 31, 2025 if 2014, in which case this Agreement shall be null and void, unless the failure of such occurrence is due to the failure of the party seeking to so terminate to perform or observe any of its agreements and conditions set forth herein; provided, however, the Seller and Purchaser acknowledge the Deferred Loan Closing has not yet occurred;Date for the Deferred Loans likely will occur after May 31, 2014, but must occur, unless otherwise agreed by Seller and Purchaser, prior to July 31, 2014 and (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (dh) by NorthWesterneither Seller or Purchaser, as the case may be, in the following events: (i) if a fact, matter, condition, event of casualty or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate condemnation pursuant and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior subject to the Closing, if there is any Change conditions set forth in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 Sections 3.17 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Closing Date or any such applicable date, or3.18 herein.

Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be terminated prior to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) 0abandoned at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair : (a) by the ability mutual written consent of either or both of Colstrip Unit 3 the Buyer and Colstrip Unit 4 to operatethe Sellers; (ivb) at any time by the Buyer or the Sellers if all of the conditions set forth in Section 4.1 of this Agreement shall not have been satisfied or waived on or prior to the ClosingMay 4, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair2006; (vc) at by the Buyer if there shall have been a material breach of any time after December 31representation, 2025warranty, covenant or agreement set forth in this Agreement on the part of the Sellers, which breach, in any such event, shall not have been cured, within ten (10) Business Days following receipt by the Sellers of notice of such material breach; (d) by the Sellers if there shall have been a material breach of any representation, warranty, covenant or agreement set forth in this Agreement on the Closing has part of the Buyer, which breach, in any such event, shall not yet occurredhave been cured, within ten (10) Business Days following receipt by the breaching Party of notice of such material breach; (e) by the Buyer if all of the conditions set forth in Section 4.2 of this Agreement shall not have been satisfied or waived on or prior to May 4, 2006; (f) by the Sellers if all of the conditions set forth in Section 4.3 of this Agreement shall not have been satisfied or waived on or prior to May 4, 2006; or (vig) at by the Buyer or the Sellers if either (i) the Mississippi Gaming Commission has denied the "Approval of Acquisition of Control" or has issued the Approval of Acquisition of Control with qualifications or limitations that would adversely impact the Company's ability to operate a casino or (ii) any time after December 31, 2025, if any Applicable Law or Order, including any temporary restraining order or decree preliminary or permanent injunction (other than any injunction or other restraining order sought or obtained by any federal or state court or Governmental Authority exists which would delay or otherwise impair the Trustee as contemplated in Section 4.2(e)), preventing the consummation of the acquisition of the Avista Colstrip Units 3&4 InterestsClosing shall be in effect; provided, in case of termination pursuant to clauses (c) through (f), that the event triggering NorthWestern’s termination right did terminating Party shall not result from then be in material breach or default of this Agreement; and, provided, further, that nothing in this Section 6.1 shall relieve the failure by NorthWestern to fulfill Buyer or any undertaking or commitment provided Seller of any Liability for herein on the part a breach of NorthWestern that is required to be fulfilled on or this Agreement prior to the Closing Date or any such applicable date, oreffective date of termination.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior by written notice promptly given to the Closing Date as follows: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista or NorthWestern upon the material breach of this Agreement by the otherother parties hereto, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing: 6.1.1. by mutual written consent of the Boards of Directors of Federal and CACI Sub; 6.1.2. by either CACI Sub or Federal, if there is a court of competent jurisdiction or governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any Change other action, in Law that does each case permanently restraining, enjoining or reasonably will materially impair otherwise prohibiting the ability transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and nonappealable; or 6.1.3. by CACI Sub, if the Closing shall not have occurred on or before December 15, 2000 unless the absence of either such occurrence shall be due to the failure of CACI Sub or both CACI Parent (or their Subsidiaries or Affiliates) to perform in all material respects each of Colstrip Unit 3 and Colstrip Unit 4 their respective material obligations under this Agreement required to operate; (iv) be performed by it at any time or prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated ; or 6.1.4. by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025Federal, if the Closing has shall not yet occurred; or (vi) at any time after have occurred on or before December 3115, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair 2000 unless the consummation absence of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from such occurrence shall be due to the failure by NorthWestern of Federal (or Affiliates) to fulfill any undertaking or commitment provided for herein on the part perform in all material respects each of NorthWestern that is their respective material obligations under this Agreement required to be fulfilled on performed by it at or prior to the Closing; or 6.1.5. by CACI Sub, if Federal or XXX.XXX shall have (i) withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated herein, or (ii) taken any position inconsistent with such approval or recommendation, including, without limitation, having failed (without the consent of CACI Sub) after a reasonable period of time to reject or disapprove any Acquisition Proposal; or 6.1.6. by CACI Sub, in the event of a material breach by Federal or XXX.XXX of any representation, warranty or agreement contained herein which has not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such breach was given to Federal; or 6.1.7. by Federal, if Federal or XXX.XXX has received without prior solicitation an Acquisition Proposal and its outside legal counsel has advised the Board of Directors in writing that it would be a breach of their fiduciary responsibilities to refuse to entertain the Acquisition Proposal; or 6.1.8. by Federal, in the event of a material breach by CACI Sub or CACI Parent of any representation, warranty or agreement contained herein which has not been cured or is not curable by the earlier of the Closing Date or the thirtieth day after written notice of such applicable datebreach was given to CACI Sub; or 6.1.9. by Federal, orif CACI Sub or CACI Parent shall have withdrawn, modified or amended in any material respect its approval of this Agreement or the transactions contemplated hereby.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to the a Closing Date as follows: (a) at any time by mutual written agreement of Avista Seller and NorthWesternBuyer; or (b) by either Avista Seller or NorthWestern Buyer upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen five (155) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaSeller, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects;Approval; or (ii) at any time after December 31, 2025 2020 if the Initial Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, provided further, that the event triggering AvistaSeller’s termination right did not result from the failure by Avista Seller to fulfill any undertaking or commitment provided for herein on the part of Avista Seller that is required to be fulfilled on or prior to the a Closing Date or any such applicable date; or. (d) by NorthWesternBuyer, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista Seller has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern Buyer has given Avista Seller at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista Seller has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after Buyer receives the Option Closing Disclosure Schedules pursuant to Section 8.12(b); (iii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operateApproval; (iv) at any time prior to the Closingafter December 31, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular 2020 if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do Initial Closing has not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repairyet occurred; (v) at any time after December 31, 2025, if the Closing has not yet occurred; or (vi) at any time after December 31, 20252020, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition sale of the Avista Puget Transmission Assets; (vi) at any time if any Transmission Owner exercises a right of first refusal offered to it by the Seller (pursuant to the terms of the Colstrip Units 3&4 InterestsProject Transmission Agreement); or (vii) if Seller has failed to deliver to the Buyer the ROFR Resolution Notice by the date specified in Section 8.11; provided, that the event triggering NorthWesternBuyer’s termination right did not result from the failure by NorthWestern Buyer to fulfill any undertaking or commitment provided for herein on the part of NorthWestern Buyer that is required to be fulfilled on or prior to the a Closing Date or any such applicable date, or.

Methods of Termination. This Agreement and the transactions contemplated hereby The Transactions may be terminated prior to and/or abandoned at any time but not later than the Closing Date as followsClosing: (a) at any time by mutual written agreement consent of Avista and NorthWestern; orthe Parties; (b) by either Avista or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by Avista, in the following events: (i) at by China Growth, if the Company amends or supplements any time after any finalschedule hereto in accordance with Section 7.4 hereof and such amendment or supplement reflects facts or events that would reasonably be expected to have a Company Material Adverse Effect, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request of Avista in all material respects; (ii) at any time after December 31, 2025 if by the Closing has not yet occurred; (iii) at any time after December 31, 2025Company, if China Growth amends or supplements any Law schedule hereto in accordance with Section 7.4 hereof and such amendment or order supplement reflects facts or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, events that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day periodon China Growth; (iic) at any time after any final, non-appealable decision is made by either China Growth or the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025Company, if the Closing has not yet occurred; or occurred by February 26, 2013 (vi) at any time after December 31, 2025, if any Law or order or decree such later date as may be established by any federal or state court or Governmental Authority exists the shareholders of China Growth as the deadline by which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 InterestsChina Growth must complete a Business Combination); provided, however, that the event triggering NorthWestern’s termination right did to terminate this Agreement under this Section 10.1(c) shall not result from the failure by NorthWestern be available to fulfill any undertaking or commitment provided for herein on the part of NorthWestern Party that is required then in breach of any of its covenants, representations or warranties in this Agreement; (d) by Company, (i) if China Growth shall have breached any of its covenants in Article VI or VII hereof in any material respect, (ii) if the representations and warranties of China Growth contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to be fulfilled on or the extent that such representations are made herein as of a specific date prior to the Closing Date or Date, and in any such event, if such breach is subject to cure, China Growth has not cured such breach within 10 Business Days of notice from the Company of an intent to terminate; (e) by China Growth, (i) if the Company or the Founder shall have breached any of the covenants in Articles V or VII hereof in any material respect, (ii) if the representations and warranties of the Company and the Founder contained in this Agreement shall not be true and correct in all material respects, at the time made, or (iii) if such representations and warranties shall not be true and correct in all material respects at and as of the Closing Date as though such representations and warranties were made again at and as of the Closing Date, except to the extent that such representations are made herein as of a specific date prior to the Closing Date, and in any such event, if such breach is subject to cure, the Company and the Founder have not cured such breach within ten (10) Business Days of China Growth’s notice of an intent to terminate; (f) by China Growth or the Company if either of their respective Boards of Directors shall have determined in good faith, based upon the advice of outside legal counsel, that failure to terminate this Agreement is reasonably likely to result in such Board of Directors breaching its fiduciary duties to the shareholders of China Growth or the Company, as applicable, under applicable dateLaws by reason of the pendency of an unsolicited, orbona fide written proposal for a superior transaction; (g) by either China Growth or the Company, if, at the Acquisition Shareholder Meeting (including any adjournments thereof), this Agreement and the Transactions shall fail to be approved and adopted by the affirmative vote of the holders of China Growth’s ordinary shares required under its Memorandum and Articles of Association, or after accepting all properly submitted redemption requests the Trust Account shall not have a less than a minimum balance of $5,000,001. (h) by the Company or the Founder, if the shareholders of Company do not, at a duly called and held meeting of the Company’s shareholders at (including any adjournments thereof) or by written consent of shareholders in lieu of a meeting, approve any aspect of this Agreement or the Transactions that requires such approval pursuant to its Memorandum and Articles of Association.

Methods of Termination. This Agreement and the transactions contemplated hereby may be terminated prior to in any of the Closing Date as followsfollowing ways: (a) at any time by mutual written agreement of Avista and NorthWestern; or (b) by either Avista Purchaser or NorthWestern upon the material breach of this Agreement by the other, to be effective, if curable, upon the breaching Party’s failure to cure within fifteen (15) Business Days of notice given, and if incurable, upon notice given, provided that the Party seeking to terminate has complied with and fulfilled its obligations and undertakings under this Agreement in all material respects; or (c) by AvistaSeller, in the following events: (i) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by Avista or failing to reasonably meet the request writing five days in advance of Avista in all material respects; (ii) at any time after December 31, 2025 if the Closing has not yet occurred; (iii) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; or provided, further, that the event triggering Avista’s termination right did not result from the failure by Avista to fulfill any undertaking or commitment provided for herein on the part of Avista that is required to be fulfilled on or prior to the Closing Date or any such applicable date; or (d) by NorthWestern, in the following events: (i) if a fact, matter, condition, event or circumstance first disclosed in an Update from Avista has had or would reasonably be expected to have a Material Adverse Effect; provided, that (A) NorthWestern has given Avista at least fifteen (15) Business Days’ prior notice of the intent to terminate and (B) Avista has not cured such Material Adverse Effect during such fifteen (15) Business Day period; (ii) at any time after any final, non-appealable decision is made by the applicable Governmental Authority denying any Required Regulatory Approval requested by NorthWestern or failing to reasonably meet the request of NorthWestern in all material respects; (iii) at any time prior to the Closing, if there is any Change in Law that does or reasonably will materially impair the ability of either or both of Colstrip Unit 3 and Colstrip Unit 4 to operate; (iv) at any time prior to the Closing, if any operational issue, mechanical issue or casualty event affecting either or both of Colstrip Unit 3 and Colstrip Unit 4 triggers the provisions of Section 19(b) of the Ownership and Operation Agreement, in particular if the Project suffers damage exceeding 20% of the then-depreciated value, as calculated by the Operator, and the Project Users do not unanimously agree that the Project shall be ended; provided. however, that NorthWestern must make its election to terminate, pursuant to this Section 9.1(d)(iv), prior to the time the Committee votes on the Operator’s recommendation to repair; (v) at any time after December 31, 2025termination, if the Closing has not yet occurred; oroccurred by September 30, 2009 (provided that no party shall be permitted to terminate this Agreement hereunder, if the failure of the Closing to occur prior to such date arises out of or results from the action or omission of the terminating party); (vib) at any time after December 31, 2025, if any Law or order or decree by any federal or state court or Governmental Authority exists which would delay or otherwise impair the consummation of the acquisition of the Avista Colstrip Units 3&4 Interests; provided, that the event triggering NorthWestern’s termination right did not result from the failure by NorthWestern to fulfill any undertaking or commitment provided for herein on the part of NorthWestern that is required to be fulfilled on or prior to the Effective Time by the mutual consent in writing of Seller and Purchaser; (c) by Seller if any condition set forth in Article X of this Agreement shall not have been met as of the date specified for Closing Date or waived in writing by Seller (to the extent a condition may be waived) other than through the failure of Seller to comply with its obligations under this Agreement; (d) by Purchaser if any condition set forth in Article IX of this Agreement shall not have been met as of the date specified for Closing or waived in writing by Purchaser (to the extent a condition may be waived) other than through the failure of Purchaser to comply with its obligations under this Agreement; (e) as a result of any breach of any representation, warranty or covenant of the other party contained herein if (i) the terminating party has given notice of such breach and such breach is not, or is not capable of being, cured within 30 days after such notice and (ii) such breach, individually or in the aggregate with all other such breaches, would cause the closing condition set forth in Section 9.1 or 9.2, in the case of a termination by Purchaser, or in Section 10.1 or 10.2, in the case of a termination by Seller, not to be satisfied; (f) by either party if (i) any Regulatory Approval shall have been denied by final, nonappealable action of such Governmental Authority, or such Governmental Authority shall have requested permanent withdrawal of any application therefor or (ii) any injunction, decree or other order issued by any Governmental Authority or other legal restraint or prohibition preventing consummation of the transactions contemplated by this Agreement shall have been entered by any Governmental Authority of competent jurisdiction or any applicable law shall have been enacted or adopted that enjoins, prohibits or makes illegal consummation of any of the transactions contemplated by this Agreement and such applicable dateinjunction, decree or other order shall be final and nonappealable; provided that no such action or request, and no such injunction, decree or other order, legal restraint or prohibition shall permit a party to terminate the Agreement pursuant to this clause if such order, prohibition or restraint could be removed by such party complying with the provisions of Section 8.2; or (g) by Seller on or after August 15, 2009 if Purchaser has not submitted all regulatory applications set forth on Schedule 11.1(g) prior to such date of termination, subject to any regulator review, comment and subsequent requests.