Common use of Notice of Termination; Effect of Termination Clause in Contracts

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 8.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.2(d) or Section 8.1(e8.2(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 XI (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in for and subject to the following: (i) Section 8.18.2, Section 8.2 8.3 and Article 9 X (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 8.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.2(d) or Section 8.1(e8.2(e) and the proviso therein is applicable, after the thirty (30) days afterday provided referenced therein) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 8.1 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso provision therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction Transactions shall be abandoned, except as set forth in for and subject to the following: (i) Section 8.18.2, Section 8.2 8.3 and Article 9 X (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 11.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(d11.1(e) or Section 8.1(e11.1(f) and the proviso therein is applicable, thirty ten (3010) days after) the delivery of written notice of thereof by the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.111.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.111.2, Section 8.2 11.3 and Article 9 XII (General ProvisionsMiscellaneous), each of which shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any intentional or willful breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.2 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.2(d) or Section 8.1(e7.2(e) and the proviso therein is applicable, thirty after ten (3010) days afterday provided referenced therein) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.17.2, Section 8.2 Section7.3 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(c) or Section 8.1(e7.1(d) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.6, Section 8.2 7.2 and 7.3 and Article 9 VIII (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any willful breach of any representation, warranty, covenant or agreement contained in this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 tl above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d8.l(d) or Section 8.1(e8.l(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.Section

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) 8.1.2 or Section 8.1(e) 8.1.3 and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction Acquisition shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.18.2, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.18.2, Section 8.2 8.3 and Article 9 Article9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 10.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(dSections 10.1(d) or Section 8.1(e10.1(e) and the proviso therein is applicable, thirty (30) -days after) the delivery of written notice of thereof by the terminating party Party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.110.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (a) as set forth in this Section 8.1, 10.2 and Section 8.2 and Article 9 (General Provisions)11, each of which shall survive the termination of this Agreement; and (b) nothing herein shall relieve any Party from Liability for any intentional or willful breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d11.1(e) or Section 8.1(e11.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (i) as set forth in this Section 8.17.2, Section 8.2 7.3 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement. No termination of this Agreement shall affect the obligations of the parties contained in the Confidentiality Agreements, all of which obligations shall survive termination of this Agreement in accordance with their terms.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d), Section 8.1(e) or Section 8.1(e8.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party Party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 11 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d), Section 7.1(e) or Section 8.1(e7.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.17.1, Section 8.2 7.2 and Article 9 8 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 SECTION 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(dSECTION 9.1(d) or Section 8.1(eSECTION 9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1SECTION 9.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1this SECTION 6.7(a), Section 8.2 SECTION 9.2, SECTION 9.3 and Article 9 ARTICLE X (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d11.1(d) or Section 8.1(e11.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.. SHARE EXCHANGE AGREEMENT

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 10.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e10.1(d) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.110.1, this Agreement shall be of no further force or effect and the Transaction Exchange shall be abandoned, except as set forth in Section 8.1Article VIII, Section 8.2 10.1(f), this Section 10.2, and Article 9 XI (General Provisionsexcluding Section 11.2), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any In the event of termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if by either the termination is pursuant to Section 8.1(d) Company or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement Parent as provided in Section 8.17.1, written notice thereof shall be given to the other Party or Parties, specifying the provisions hereof pursuant to which such termination is made, and this Agreement shall be become null and void and of no further force or effect without liability of any Party (or any stockholder, director, officer, employee, agent or other representative of such Party) to the other Party, as applicable; provided that (a) the terms of this Section 7.2, and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 7.3 and Article 9 (General Provisions)VIII, shall each of which shall survive the termination of this Agreement. If this Agreement is terminated as provided herein, all filings, applications and other submissions made pursuant to this Agreement, to the extent practicable, shall be withdrawn from the Governmental Entity to which they were made.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d), Section 8.1(e) or Section 8.1(e8.1(f) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.. SHARE EXCHANGE AGREEMENT

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 this Article 8 and in Article 9 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d) or Section 8.1(e7.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.3, Section 8.2 7.2 and 7.3 and Article 9 VIII (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction Acquisition shall be abandoned, except as set forth in Section 8.19.1, Section 8.2 9.2 and Article 9 10 (General Provisions), each of which shall survive the termination of this Agreement. The first and third paragraphs under the heading “Expenses” in the Term Sheet, dated August 11, 2008, between Premier Power and the Pubco Stockholder (the “Term Sheet”) shall be applicable with respect to this Article 9.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 11.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or 11.1(e)or Section 8.1(e11.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.111.1(e), this Agreement shall be of no further force or effect and the Transaction Share Exchange shall be abandoned, except as expressly set forth in Section 8.1, Section 8.2 Article IX and Article 9 (General Provisions)XII, each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso provision therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in this Section 8.19.2, Section 8.2 9.3 and Article 9 XI (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 9.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d9.1(d) or Section 8.1(e9.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.19.1, Section 8.2 9.2 and Article 9 10 (General Provisions), each of which shall survive the termination of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.1, this Agreement shall be of no further force or effect and the Transaction shall be abandoned, except as set forth in Section 8.1, Section 8.2 and Article 9 (General Provisions), each of which shall survive the termination of this Agreement.. ARTICLE 9

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 7.1 above will be effective immediately upon (or, if the termination is pursuant to Section 8.1(d7.1(d) or Section 8.1(e7.1(e) and the proviso therein is applicable, thirty (30) days after) the delivery of written notice of the terminating party to the other parties hereto. In the event of the termination of this Agreement as provided in Section 8.17.1, this Agreement shall be of no further force or effect and the Transaction Merger shall be abandoned, except as set forth in Section 8.1for and subject to the following: (i) Sections 5.4, Section 8.2 7.2 and 7.3 and Article 9 VIII (General Provisions), each of which ) shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any party from liability for any breach of this Agreement.

Notice of Termination; Effect of Termination. Any termination of this Agreement under Section 8.1 above 9.1 will be effective immediately upon (or, or if the termination is pursuant to Section 8.1(dSections 9.1(c) or Section 8.1(e9.1(d) and the proviso therein is applicable, thirty (30) -days after) the delivery of written notice of thereof by the terminating party Party to the other parties Parties hereto. In the event of the termination of this Agreement as provided in Section 8.19.1, this Agreement shall be of no further force or effect and the Transaction shall be abandonedeffect, except (a) as set forth in this Section 8.1, 9.2 and Section 8.2 and Article 9 (General Provisions)10, each of which shall survive the termination of this Agreement; and (b) nothing herein shall relieve any Party from Liability for any intentional or willful breach of this Agreement.