or
(b) the Company of any liability for the payment of expenses to the extent set
forth in Sections 8 and 11.
10.
TERMINATION.
THE OBLIGATIONS OF THE INITIAL
PURCHASERS HEREUNDER MAY BE TERMINATED BY THE INITIAL PURCHASERS BY NOTICE GIVEN
TO AND RECEIVED BY THE COMPANY PRIOR TO DELIVERY OF AND PAYMENT FOR THE
SECURITIES IF, PRIOR TO THAT TIME, ANY OF THE EVENTS DESCRIBED IN SECTIONS
7(G) OR (K) SHALL HAVE OCCURRED OR IF THE INITIAL PURCHASERS SHALL DECLINE TO
PURCHASE THE SECURITIES FOR ANY REASON PERMITTED UNDER THIS AGREEMENT.
11.
REIMBURSEMENT OF INITIAL PURCHASERS'
EXPENSES.
THE COMPANY SHALL REIMBURSE THE INITIAL PURCHASERS FOR ALL REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING FEES AND DISBURSEMENTS OF COUNSEL) INCURRED BY
THE INITIAL PURCHASERS IN CONNECTION WITH THIS AGREEMENT AND THE PROPOSED
PURCHASE OF THE SECURITIES, AND UPON DEMAND THE COMPANY SHALL PAY THE FULL
AMOUNT THEREOF TO THE INITIAL PURCHASERS.
12.
NOTICES, ETC.
ALL STATEMENTS, REQUESTS,
NOTICES AND AGREEMENTS HEREUNDER SHALL BE IN WRITING, AND:
(A)
IF TO ANY INITIAL PURCHASER, SHALL BE
DELIVERED OR SENT BY HAND DELIVERY, MAIL, TELEX, OVERNIGHT COURIER OR FACSIMILE
TRANSMISSION TO LEHMAN BROTHERS INC., 745 SEVENTH AVENUE, NEW YORK, NEW YORK
10019, ATTENTION:
SYNDICATE REGISTRATION (FAX:
646-834-8133) WITH A COPY TO
GIBSON, DUNN & CRUTCHER LLP, ATTENTION:
GLENN POLLNER (FAX:
212-351-6333), AND
WITH A COPY, IN THE CASE OF ANY NOTICE PURSUANT TO SECTION 8(C), TO THE DIRECTOR
OF LITIGATION, OFFICE OF THE GENERAL COUNSEL, LEHMAN BROTHERS INC., 399 PARK
AVENUE, 10TH FLOOR, NEW YORK, NEW YORK 10022 (FAX:
212-520-0421);
(B)
IF TO THE COMPANY, SHALL BE DELIVERED OR
SENT BY MAIL, TELEX, OVERNIGHT COURIER OR FACSIMILE TRANSMISSION TO
POWER-ONE, INC., 740 CALLE PLANO, CAMARILLO, CA 93012, ATTENTION:
GENERAL
COUNSEL (FAX:
805-383-5898), WITH A COPY TO O'MELVENY & MYERS LLP, 1999 AVENUE
OF THE STARS, FLOOR 7, LOS ANGELES, CA 90067, ATTENTION:
DAVID J. JOHNSON, JR.
(FAX:
310-246-6779);
provided, that any notice to an Initial Purchaser pursuant to
Section 8(c) shall be delivered or sent by hand delivery, mail, telex or
facsimile transmission to such Initial Purchaser at its address set forth in its
acceptance telex to Lehman Brothers Inc., which address will be supplied to any
other party hereto by Lehman Brothers Inc. upon request.
Any such statements,
requests, notices or agreements shall take effect at the time of receipt
thereof.
The Company shall be entitled to
31
act and rely upon any request, consent, notice or agreement given or made on
behalf of the Initial Purchasers by Lehman Brothers Inc.
13.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON THE INITIAL
PURCHASERS, THE COMPANY, AND THEIR RESPECTIVE SUCCESSORS.
THIS AGREEMENT AND
THE TERMS AND PROVISIONS HEREOF ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS,
EXCEPT THAT THE REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS OF THE
COMPANY CONTAINED IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE FOR THE BENEFIT
OF DIRECTORS, OFFICERS AND EMPLOYEES OF THE INITIAL PURCHASERS AND EACH PERSON
OR PERSONS,