Common use of Termination Prior to the Closing Date Clause in Contracts

Termination Prior to the Closing Date. This Agreement may be terminated on or at any time (a) By the mutual written consent of the parties hereto (b) By the Community Parties or East Prospect: (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; (ii) If the Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community Parties, if East Prospect shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) Prior to the mailing of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”). (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .

Termination Prior to the Closing Date. This (a) Notwithstanding anything to the contrary contained in this Agreement or elsewhere, this Agreement may be terminated on or terminated, and the transactions contemplated hereby may be abandoned, at any time (a) By time prior to the mutual written consent of the parties hereto (b) By the Community Parties or East ProspectClosing Date: (i) If there shall have been any breach By mutual consent of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) PAMCO and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day periodREF; (ii) If By REF if any of the conditions to its obligations to consummate this Agreement set forth in Article V shall not have been fulfilled in all respects on or prior to the Closing Date and shall not have occurred been waived, if permitted to be waived, or by PAMCO if any of the conditions to its obligations to consummate this Agreement set forth in Article IV shall not have been fulfilled in all respects on or prior to July 1, 2007 (except that if the Closing Date and shall not have occurred by such date because of a breach of this Agreement by a party heretobeen waived, such breaching party shall not if permitted to be entitled to terminate this Agreement in accordance with this provision)waived; (iii) If any Regulatory Authority whose approval Upon ten (10) days' prior written notice by either party if the Closing date shall not have occurred on or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run;before April 30, 1996. (ivb) If In the East Prospect Shareholders vote but fail event that REF breaches any material term or condition of this Agreement prior to approve the Merger at the East Prospect Shareholders Meeting; or Closing Date, which breach is not cured within five (v5) If the East Prospect shareholders approve an Acquisition Proposaldays after notice thereof, this Agreement may be terminated by PAMCO upon written notice to such effect. (c) By In the Community Parties, if East Prospect shall have breached, in event that PAMCO breaches any material respect, the provisions of Section 5.05 term or condition of this AgreementAgreement prior to the Closing Date, which breach is not cured within five (5) days after notice thereof, this Agreement may be terminated by REF upon written notice to such effect. (d) Prior to In the mailing event of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 a termination of this Agreement pursuant to Section 7.1(a) hereof, each party shall pay the costs and expenses incurred by it in connection with this Agreement; provided, howeverthis Agreement shall be of no further force or effect, that East Prospect may not terminate and no party shall have any liability to any other party hereunder. (e) In the event of a termination of this Agreement pursuant to Section 7.1(c) hereof, PAMCO shall pay to REF all reasonable costs and expenses, including attorney's fees, incurred by REF through the date of termination. (f) Upon termination of this Agreement pursuant to this Section 7.01(d) if7.1 and except as expressly set forth herein, after providing written notice (which written notice no party shall be provided before the mailing of the Prospectus/Proxy Statement) have any liability to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”)any other party hereunder. (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .

Termination Prior to the Closing Date. This Agreement may be terminated on or and the transactions contemplated hereby abandoned at any timetime prior to the Closing Date: (a) By the mutual written consent agreement of the parties heretoRenovo and EI3; (b) By Renovo or EI3, if the Community Parties or East Prospect:Closing Date has not occurred before November 15, 2005; (ic) If By EI3, if EI3 is not in material breach of any of its representations, warranties, covenants and agreements under this Agreement and there shall have has been any a breach of any representation, warranty warranty, covenant or obligation agreement contained in this Agreement on the part of Renovo or the Principal Stockholder and (i) Renovo and the Principal Stockholder have not cured such breach within five (5) business days after receipt of notice of such breach from EI3 (provided, however, that, no cure period shall be required for a breach which by its nature cannot be cured) and (ii) as a result of such breach any of the other party hereto (subject to the same standards as conditions set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach canArticle VII would not be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it then be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day periodsatisfied; (ii) If the Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community Parties, if East Prospect shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) Prior to By Renovo, if Renovo and the mailing Principal Stockholder are not in material breach of any of their representations, warranties, covenants and agreements under this Agreement and there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with part of EI3 and following compliance with Section 5.05 (i) EI3 has not cured such breach within five (5) business days after receipt of this Agreement; notice of such breach from Renovo (provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice no cure period shall be provided before the mailing required for a breach which by its nature cannot be cured), and (ii) as a result of such breach any of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”).conditions set forth in Article VI would not then be satisfied; or (e) By the Community PartiesEI3 at any time, if East Prospect fails to callEI3 is not reasonably satisfied with the results of its "due diligence" investigation of Renovo's business, give notice ofliabilities, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect properties and/or assets.

Termination Prior to the Closing Date. This Agreement may be terminated on or at any time (a) By the mutual written consent of the parties hereto (b) By the Community Parties CMTY or East ProspectBFC: (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; (ii) If the Closing Date shall not have occurred prior to July on or before April 1, 2007 (except that 2007, provided that, if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); and provided further that such date shall be extended to July 1, 2007 if the conditions set forth in Article VI have not been completely satisfied and the failure of such conditions to be satisfied has not been caused by CMTY’s breach of its obligations hereunder; (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community PartiesCMTY, (i) if East Prospect BFC shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement, (ii) if the BFC stockholders vote but fail to approve the Merger at the BFC Stockholders Meeting or (iii) if the BFC stockholders approve an Acquisition Transaction. (d) Prior to the mailing of the Prospectus/Proxy Statement, by East ProspectBy BFC, in order to concurrently enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”). (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .

Termination Prior to the Closing Date. This Agreement may be terminated on or at any timetime prior to the Closing Date: (a1) By the mutual written consent Buyer, without any Liability of the parties hereto (b) By the Community Parties or East Prospectsuch party: (i) If there shall have been any is a failure of the condition set forth in Section 8.1(b) hereof with respect to a breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as representations and warranties set forth in Sections 6.01(b) or 6.02(b)Article V, as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day periodwhich failure results in a Material Adverse Effect; (ii) If there is a failure of a condition set forth in Section 8.1(c) hereof with respect to any breach of any covenant of the Seller or a Principal required to be performed by each of them under this Agreement on or prior to the Closing Date Date, which failure results in a Material Adverse Effect. (iii) If [***] fails to authorize or otherwise consent to the assignment and assumption of the [***] by Seller and Buyer, respectively, together with [***] acceptance of the additional terms and conditions to the [***] contemplated by the terms of this Agreement, including without limitation, by the terms of the License Agreement relating to the Post-Harvest Business; or (iv) If the Closing shall not have occurred prior on or before September 16, 2019, without any breach by the Buyer, unless Seller, the Principals and the Buyer mutually agree in writing to July 1extend the time. (2) By the Seller or any Principal, 2007 without any Liability of any such party: (except that if i) If there is a failure of the Closing Date shall not have occurred by such date because of condition set forth in Section 8.2(a) hereof with respect to a breach of any of the representations and warranties set forth in Article VI, which failure results in a Material Adverse Effect; (ii) If there is a failure of a condition set forth in Section 8.2(b) hereof with respect to any breach of any covenant of the Buyer required to be performed by the Buyer under this Agreement by on or prior to the Closing Date, which failure results in a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision)Material Adverse Effect; (iii) If any Regulatory Authority whose approval [***] fails to authorize or otherwise consent is required for consummation to the [***] by Seller and Buyer, respectively, together with [***] contemplated by the terms of this Agreement, including without limitation, by the terms of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and License Agreement relating to the time period for appeals and requests for reconsideration has run;Post-Harvest Business; or (iv) If the East Prospect Shareholders vote but fail to approve Closing shall not have occurred on or before [***] without any breach by the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community PartiesSeller or any Principal, if East Prospect shall have breached, in any material respectunless Seller, the provisions of Section 5.05 of this AgreementPrincipals and the Buyer mutually agree in writing to extend the time. (d) Prior to the mailing of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”). (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .

Termination Prior to the Closing Date. 6.1 This Agreement may be terminated on or at any timeprior to the Closing Date only as follows: (a) By the mutual written consent of the parties heretoPurchaser and the Seller; (b) By the Community Parties Purchaser or East Prospect: (i) If there the Seller if any Governmental Entity shall have been issued an order, decree or ruling or taken any breach of any representationaction (which order, warranty decree, ruling or obligation other action the parties hereto shall use their reasonable efforts to lift), which prohibits the acquisition of the other party hereto (subject to Purchased Assets by the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) Purchaser and such breach cannot beorder, decree, ruling or other action shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach become final and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30non-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day periodappealable; (ii) If the Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community PartiesPurchaser (i) if the Seller shall have breached any of its representations, warranties, covenants or other agreements contained in this Agreement which breach would give rise to the failure of a condition set forth in clause 3, and which breach cannot be or is not cured within 30 days after the giving of written notice by the Purchaser to the Seller specifying such breach; or (ii) upon written notice to the Seller if any of the conditions in clauses 3.1 or 3.2 has not been satisfied as of 30 April 2002 or if satisfaction of such condition is or becomes impossible (other other primarily through the failure of the Purchaser to comply with its obligations under this Agreement) and the Purchaser has not waived such condition on or before 30 April 2002; or (iii) on or after 30 April 2002, if East Prospect the Closing shall not have theretofore occurred and if the failure of the Closing to occur is not the result of a breach of representation, warranty, covenant or other agreement contained herein by the Purchaser; (d) By the Seller (i) if the Purchaser shall have breachedbreached any of its representations, warranties, covenants or other agreements contained in this Agreement and which breach would give rise to the failure of a condition set forth in clause 3, and which breach cannot be or is not cured within 30 days after the giving of written notice by the Seller to the Purchaser specifying such breach; or (ii) upon written notice to the Purchaser if any material respectof the conditions in clauses 3.1 or 3.3 has not been satisfied as of 30 April 2002 or if satisfaction of such condition is or becomes impossible (other than primarily through the failure of the Seller to comply with its obligations under this Agreement) and the Seller has not waived such condition on or before 30 April 2002; or (iii) on or after 30 April 2002, if the provisions Closing shall not have theretofore occurred and if the failure of Section 5.05 the Closing to occur is not the result of a breach of representation, warranty, covenant or other agreement contained herein by the Seller. 6.2 Termination of this Agreement by any party hereto pursuant to clause 6.1 shall be effected by the Purchaser or the Seller by delivering written notice thereof to the other party specifying the provision hereof pursuant to which such termination of the Transaction is made, and thereafter no party shall have any liability or obligation to the other party hereunder except for fraud or for breach of this Agreement prior to such termination of this Agreement. (d) Prior 6.3 The Purchaser and the Seller hereby waive the provisions of Article 1266 of the Indonesian Civil Code to the mailing extent it requires a court pronouncement in respect of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 termination of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”). (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .

Termination Prior to the Closing Date. This Agreement may be terminated on or at any time (a) By the mutual written consent of the parties hereto (b) By the Community Parties CMTY or East ProspectPRFS: (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; (ii) If the Closing Date shall not have occurred prior to July 1August 31, 2007 2005 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run;; or (iv) If the East Prospect PRFS Shareholders vote but fail to approve the Merger at the East Prospect PRFS Shareholders Meeting; or (v) If Meeting or if the East Prospect PRFS shareholders approve an Acquisition Proposal. (c) By the Community PartiesCMTY, if East Prospect PRFS shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) By PRFS, if the CMTY shareholders vote but fail to approve the Merger at the CMTY Shareholders Meeting. (e) Prior to the mailing of the Joint Prospectus/Proxy Statement, by East ProspectPRFS, in order to concurrently enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect PRFS may not terminate this Agreement pursuant to this Section 7.01(d7.01(e) if, after providing written notice (which written notice shall be provided before the mailing of the Joint Prospectus/Proxy Statement) to the Community Parties CMTY that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliverCMTY delivers, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect PRFS that CMTY will require East Prospect PRFS to hold a meeting of East Prospect PRFS shareholders to consider the Merger (the “Required Meeting Notice”). (ef) By PRFS, on the Community PartiesDetermination Date, if East Prospect fails to call, give notice of, convene or hold a meeting both of the East Prospect shareholders following conditions are satisfied: (i) the CMTY Market Value as of the close of business on the Determination Date shall be less than $24.96; and (ii) (A) the quotient obtained by dividing the CMTY Market Value as of the close of business on the Determination Date by $31.20 (such number being referred to consider herein as the “CMTY Ratio”) shall be less than (B) the quotient obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this clause (ii)(B). Provided however, if PRFS elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give written notice to CMTY on the Determination Date. CMTY shall have the option of increasing the consideration to be received by the holders of PRFS Common Stock by adjusting the Exchange Ratio to an amount which, when multiplied by the CMTY Market Value on the Determination Date equals $34.94. If CMTY delivers to PRFS on the Effective Date written notice that it intends to proceed with the Merger after by paying such additional consideration, as contemplated by the Community Parties preceding sentence, then no termination shall have delivered a Required Meeting Notice occurred pursuant to East Prospect this Section 7.01(f). For purposes of this Section 7.01(f), the following terms shall have the meanings indicated.

Termination Prior to the Closing Date. This Without limiting either Party’s ability to exercise any right or remedy to which it is entitled hereunder or under any of the Ancillary Agreements, this Agreement may be terminated on or at any timetime prior to the Closing Date: (a) By the mutual written consent of the parties hereto (b) By the Community Parties by Buyer, if either Seller has breached any representation, warranty, covenant, agreement or East Prospect: obligation in this Agreement and (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach canhas not be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be been cured within such thirty (30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; ) days following written notification thereof (ii) If the Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement including through an Update in accordance with this provisionSection 6.10); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition Proposal. (c) By the Community Parties, if East Prospect shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) Prior to the mailing of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice at the end of such thirty (30) day period, such Seller is endeavoring in good faith, and proceeding diligently, to cure such breach, such Seller shall have an additional thirty (30) days in which written notice shall be provided before the mailing of the Prospectus/Proxy Statementto effect such cure and (ii) such breach (to the Community Parties that it intends extent not cured) would give rise to enter into an Acquisition Transaction the failure of any condition set forth in Article VII; (b) by WST Seller, if (i) Buyer has (1) breached its obligation to pay the “Acquisition Transaction Notice”Purchase Price, which breach has not been cured within one (1) Business Day following written notification thereof, or (2) breached in any material respect any other representation, warranty, covenant, agreement or obligation in this Agreement, and such breach, in the case of this clause (2), has not been cured within thirty (30) days following written notification thereof; provided, however, that if, at the Community Parties deliver, within twenty-four (24) hours after receipt end of such Acquisition Transaction Noticethirty (30)-day period, written notice Buyer is endeavoring in good faith, and proceeding diligently, to East Prospect that CMTY will require East Prospect cure such breach, Buyer shall have an additional thirty (30) days in which to hold a meeting effect such cure, and (ii) such breach to the extent not cured would give rise to the failure of East Prospect shareholders any condition set forth in Article VIII; (c) by Buyer or either Seller, if any Law or final, non-appealable Order enjoins or otherwise prohibits or makes illegal the Transactions; (d) by WST Seller or Buyer, if the NMPRC Approval has not been received by eighteen (18) months prior to consider the Merger (the “Required Meeting Notice”).Outside Closing Date; (e) By the Community Partiesby WST Seller or Buyer, if East Prospect fails the FERC 205 Approval has not been received by eighteen (18) months prior to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .Outside Closing Date;

Termination Prior to the Closing Date. This Agreement may be terminated on or at any time (a) By the mutual written consent of the parties hereto (b) By the Community Parties CMTY or East ProspectPRFS: (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; (ii) If the Closing Date shall not have occurred prior to July 1August 31, 2007 2005 (except that if the Closing Date shall not have occurred by such date because of a breach of this Agreement by a party hereto, such breaching party shall not be entitled to terminate this Agreement in accordance with this provision); (iii) If any Regulatory Authority whose approval or consent is required for consummation of the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run;; or (iv) If the East Prospect PRFS Shareholders vote but fail to approve the Merger at the East Prospect PRFS Shareholders Meeting; or (v) If Meeting or if the East Prospect PRFS shareholders approve an Acquisition Proposal. (c) By the Community PartiesCMTY, if East Prospect PRFS shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) By PRFS, if the CMTY shareholders vote but fail to approve the Merger at the CMTY Shareholders Meeting. (e) Prior to the mailing of the Joint Prospectus/Proxy Statement, by East ProspectPRFS, in order to concurrently enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect PRFS may not terminate this Agreement pursuant to this Section 7.01(d7.01(e) if, after providing written notice (which written notice shall be provided before the mailing of the Joint Prospectus/Proxy Statement) to the Community Parties CMTY that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliverCMTY delivers, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect PRFS that CMTY will require East Prospect PRFS to hold a meeting of East Prospect PRFS shareholders to consider the Merger (the “”Required Meeting Notice”). (ef) By PRFS, on the Community PartiesDetermination Date, if East Prospect fails to call, give notice of, convene or hold a meeting both of the East Prospect shareholders following conditions are satisfied: (i) the CMTY Market Value as of the close of business on the Determination Date shall be less than $24.96; and (ii) (A) the quotient obtained by dividing the CMTY Market Value as of the close of business on the Determination Date by $31.20 (such number being referred to consider herein as the “CMTY Ratio”) shall be less than (B) the quotient obtained by dividing the Index Price on the Determination Date by the Index Price on the Starting Date and subtracting 0.20 from the quotient in this clause (ii)(B). Provided however, if PRFS elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give written notice to CMTY on the Determination Date. CMTY shall have the option of increasing the consideration to be received by the holders of PRFS Common Stock by adjusting the Exchange Ratio to an amount which, when multiplied by the CMTY Market Value on the Determination Date equals $34.94. If CMTY delivers to PRFS on the Effective Date written notice that it intends to proceed with the Merger after by paying such additional consideration, as contemplated by the Community Parties preceding sentence, then no termination shall have delivered a Required Meeting Notice occurred pursuant to East Prospect this Section 7.01(f). For purposes of this Section 7.01(f), the following terms shall have the meanings indicated.

Termination Prior to the Closing Date. This Agreement may be terminated on or at any timetime prior to the Closing Date of the First Closing: (a) By the by mutual written consent agreement in writing of the parties hereto; (b) By by either ChipMOS Bermuda or SPIL upon written notice to the Community Parties or East Prospect: other parties if (i) If there shall have been any breach of any representation, warranty or obligation of the other party hereto (subject to the same standards as set forth in Sections 6.01(b) or 6.02(b), as the case may be) and such breach cannot be, or shall not have been, remedied within 30 days after receipt by such party of written notice specifying the nature of such breach and requesting that it be remedied; provided, that, if such breach cannot reasonably be cured within such 30-day period but may reasonably be cured within 60 days, and such cure is being diligently pursued, no such termination shall occur prior to the expiration of such 60-day period; (ii) If the First Closing Date shall not have occurred prior to July 1, 2007 (except that if the Closing Date shall not have occurred by September 30, 2010 or such later date because as the parties shall have agreed to in writing, provided that the nonoccurrence of the Closing(s) is not attributable to the failure of the party seeking to terminate this Agreement to perform or comply with any of its covenants agreements or undertakings set forth in this Agreement, (ii) if any Governmental Authority shall have issued an injunction, decree or order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Closing(s) and such injunction, decree, order or other action shall have become final and non-appealable, or (iii) if a material breach of any provision of this Agreement has been committed by the other party or parties and such breach has not been cured within 30 days of receipt of notice thereof; provided, however, that termination pursuant to this Section 8.1(b) shall not relieve the breaching party of liability for such breach or otherwise; (c) by ChipMOS Bermuda, if there has been a party heretobreach on the part of SPIL of any of the representations, warranties or covenants of SPIL set forth herein or any failure on the part of SPIL to comply with its obligations hereunder, or any other events or circumstances shall have occurred, such breaching party shall that, in any such case, in the reasonable judgment of ChipMOS Bermuda, any of the conditions to the Closing set forth in Sections 6.1, 6.3, 6.5 or 6.7 could not be entitled satisfied prior to the termination date contemplated by Section 8.1(b); (d) by SPIL, if there has been a breach on the part of ChipMOS Bermuda of any of the representations, warranties or covenants of ChipMOS Bermuda set forth herein, or any failure on the part of ChipMOS Bermuda to comply with their obligations hereunder, or any other events or circumstances shall have occurred, such that, in any such case, in the reasonable judgment of SPIL, any of the conditions to the Closing set forth in Sections 6.2, 6.4, 6.6 or 6.8 could not be satisfied prior to the termination date contemplated by Section 8.1(b); or (e) In the event that the equipment purchase transactions under the Equipment Purchase Agreement fails to be consummated or the Equipment Purchase Agreement has been terminated, either party may terminate this Agreement with the thirty-day prior written notice to the other party. Upon termination of this Agreement in accordance with this provision); (iii) If Section, ChipMOS Bermuda shall promptly return any Regulatory Authority whose approval or consent is required for consummation of and all payment to SPIL and SPIL shall promptly return the Contemplated Transactions shall issue a definitive written denial of such approval or consent and the time period for appeals and requests for reconsideration has run; (iv) If the East Prospect Shareholders vote but fail share certificates representing Target Shares to approve the Merger at the East Prospect Shareholders Meeting; or (v) If the East Prospect shareholders approve an Acquisition ProposalChipMOS Bermuda. (c) By the Community Parties, if East Prospect shall have breached, in any material respect, the provisions of Section 5.05 of this Agreement. (d) Prior to the mailing of the Prospectus/Proxy Statement, by East Prospect, in order to enter concurrently into an agreement for an Acquisition Transaction in accordance with and following compliance with Section 5.05 of this Agreement; provided, however, that East Prospect may not terminate this Agreement pursuant to this Section 7.01(d) if, after providing written notice (which written notice shall be provided before the mailing of the Prospectus/Proxy Statement) to the Community Parties that it intends to enter into an Acquisition Transaction (the “Acquisition Transaction Notice”), the Community Parties deliver, within twenty-four (24) hours after receipt of such Acquisition Transaction Notice, written notice to East Prospect that CMTY will require East Prospect to hold a meeting of East Prospect shareholders to consider the Merger (the “Required Meeting Notice”). (e) By the Community Parties, if East Prospect fails to call, give notice of, convene or hold a meeting of the East Prospect shareholders to consider the Merger after the Community Parties have delivered a Required Meeting Notice to East Prospect .