FairPoint Communications 2005 Annual Report Download - page 200

ARTICLE 11
TERMINATION
11.1 Termination. This Agreement may be terminated at any time prior to the Closing:
(a) By written notice by the Shareholders, on the one hand, or Buyer, on the other, if the Closing has not occurred by the Termination Date;
provided, however, that no party shall be entitled to terminate this Agreement pursuant to this subsection if its breach of this Agreement has prevented the
consummation of the transactions contemplated hereby;
(b) By mutual written consent of the parties hereto;
(c) By written notice by the Shareholders, on the one hand, or Buyer, on the other hand, if there has been a material misrepresentation or
material breach in the representations and warranties or covenants set forth in this Agreement and: (i) the breaching party fails to cure the breach within
ten (10) days after written notice of the breach, which notice shall include a reasonable description of the breach; or (ii) the breach is not susceptible to cure due
to the nature of the breach; or,
(d) By written notice by the Shareholders, on the one hand, or Buyer, on the other, in the event of failure of any condition to closing hereunder
not within the control of such party, which failure is not cured within five (5) days after written notice of such failure to the party claimed to be in default.
11.2 Procedure Upon Termination. If this Agreement is terminated as provided herein:
(a) Return of Records. Each party shall as promptly as practicable redeliver to the party furnishing the same, all data, information
and other written material (including all copies thereof) of any other party relating to the transactions contemplated hereby, whether obtained before or
after the execution hereof.
(b) Confidentiality. All information received by any party hereto with respect to the business of any other party (other than
information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or
filed as public information with any governmental authority) shall not at any time be used by such party, or disclosed to third parties and shall
remain subject to the Confidentiality Agreement between ALLTEL Corporation and Daniels on behalf of SICC, SIRP and First Wireless, Inc. dated
August 19, 2005.
11.3 Effect of Termination; Break-up Fee. In the event of the termination of this Agreement as provided in Section 11.1, this Agreement shall
become wholly void and of no further force and effect, except that the provisions of this Section 11.3, and Sections 6.14, 6.16, 6.19,10.6, 11.2 and
Article 12 shall survive any termination. Notwithstanding the foregoing, no termination shall relieve any party from liability for any breach by that party of
its representations, warranties, covenants or agreements set forth in this Agreement or any Related Agreement, and the aggrieved party shall be entitled to all
rights and remedies at law or in equity
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