(e) Any Agent, Forward Purchaser or Forward Seller may terminate a Terms Agreement by notice given by it to the Company, if after the execution and delivery of such agreement and prior to any Settlement Date (as defined in the Terms Agreement) (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, the NYSE, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities or any calamity or crisis that, in the judgment of such Agent, Forward Seller or Forward Purchaser, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in such Agents, Forward Sellers or Forward Purchasers judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus.
Section 9. Notices. Except as otherwise herein provided, all statements, requests, notices and agreements shall be in writing and delivered by hand, overnight courier, e-mail or facsimile and, if to the Agents and the Forward Sellers, it shall be sufficient in all respects if delivered or sent to Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019; BofA Securities, Inc., One Bryant Park, New York, New York 10036, attention of Syndicate Department (email: ***@***), with a copy to ECM Legal (email: ***@***); Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY, 10013; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179; RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281; Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001; if to the Forward Purchasers, it shall be sufficient in all respects if delivered or sent to Barclays Bank PLC, 5 The North Colonnade, Canary Wharf, London E14 4BB; Bank of America, N.A. c/o BofA Securities, Inc., One Bryant Park, New York, New York 100136; Citibank, N.A., 390 Greenwich Street, New York, New York 10013; JPMorgan Chase Bank, National Association, 383 Madison Avenue, New York, New York 10179; Royal Bank of Canada c/o RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281; Wells Fargo Bank, National Association, 500 West 33rd Street, New York 10001 if to the Company, it shall be sufficient in all respects if delivered or sent to the Company at the offices of the Company at 777 South Flagler Drive, West Palm Beach, FL 33401, Attention: Chief Financial Officer, with a copy to the Company at 600 Hale Street, P.O. Box 1000, Prides Crossing, MA 01965, Attention: General Counsel. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.
Section 10. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Agent, Forward Purchaser or Forward Seller is a Covered Entity and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Agent, Forward Purchaser or Forward Seller of this Agreement or any Terms Agreement, and any interest and obligation in or under this Agreement or any Terms Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement or any Terms Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.