IN ADDITION TO
ANY OTHER RIGHTS, POWERS AND REMEDIES WHICH OR THE TRANSACTION DOCUMENTS SUCH
PARTIES MAY HAVE AT LAW OR IN EQUITY IN THE EVENT OF THE BREACH OF ANY OF THE
TERMS OF THIS AGREEMENT.
THE EXERCISE OR PARTIAL EXERCISE OF ANY RIGHT, POWER
OR REMEDY SHALL NEITHER CONSTITUTE THE EXCLUSIVE ELECTION THEREOF NOR THE WAIVER
OF ANY OTHER RIGHT, POWER OR REMEDY AVAILABLE TO SUCH PARTY.
10.13
SURVIVAL.
ANY COVENANT OR AGREEMENT IN THIS AGREEMENT REQUIRED TO
BE PERFORMED FOLLOWING THE CLOSING OF THE TRANSACTIONS CONTEMPLATED HEREIN SHALL
SURVIVE THE CLOSING DATE. WITHOUT LIMITATION OF THE FOREGOING, THE RESPECTIVE
REPRESENTATIONS AND WARRANTIES GIVEN BY THE PARTIES HERETO SHALL SURVIVE THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREIN, BUT ONLY FOR A PERIOD OF
THE EARLIER OF (I) THREE (3) YEARS FOLLOWING THE CLOSING DATE AND (II) THE
APPLICABLE STATUTE OF LIMITATIONS WITH RESPECT TO EACH REPRESENTATION AND
WARRANTY, AND THEREAFTER SHALL EXPIRE AND HAVE NO FURTHER FORCE AND EFFECT.
10.14
KNOWLEDGE.
THE TERM "KNOWLEDGE OF THE COMPANY" OR ANY SIMILAR
FORMULATION OF KNOWLEDGE SHALL MEAN, THE ACTUAL KNOWLEDGE AFTER DUE INQUIRY OF
AN EXECUTIVE OFFICER OF THE COMPANY.
[Signature Page Follows]
18
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed as of the date first above written.
COMPANY:
BROADWIND ENERGY, INC.
By:
/s/ J. Cameron Drecoll
J. Cameron Drecoll, Chief Executive Officer
BUYER:
/s/ Charles H. Beynon
Charles H. Beynon
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