Substitution of Underwriters.
(a) If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
any the Closing Date
or any Option Closing Date, as applicable, and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be o
...bligated severally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. (b) If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section Sections 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 3, 5(h), 7, 8 and 9 and the provisions of Section 7 and Sections 11 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect. effect; provided, however, that nothing in this Agreement shall relieve a defaulting Underwriter of its liability, if any, to the Company for damages occasioned by its default hereunder.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
any the Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
ten fifteen percent
(10%) (15%) of the total number of
shares Shares to be purchased by all Underwriters on such Closing Date,
excluding any Shares to be purchased by officers and directors of the Company, the other
...Underwriters shall be obligated severally, obligated, severally and not jointly, in proportion to their respective commitments hereunder, hereunder bear to the underwriting obligations of all non-defaulting Underwriters, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten fifteen percent (10%) (15%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date Date, excluding any Shares to be purchased by officers and directors of the Company, and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. 23 If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) 11, (a) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) (b) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 11 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 2 and 9 3 and the provisions of Section 7 and Sections 11 8 through 21, 18, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
ten five percent
(10%) (5%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated sever
...ally, in proportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in p
...roportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. 20 If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
any the Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
ten fifteen percent
(10%) (15%) of the total number of
shares Shares to be purchased by all Underwriters on such Closing Date,
excluding any Shares to be purchased by officers and directors of the Company, the other
...Underwriters shall be obligated severally, obligated, severally and not jointly, in proportion to their respective commitments hereunder, hereunder bear to the underwriting obligations of all non-defaulting Underwriters, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten fifteen percent (10%) (15%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date Date, excluding any Shares to be purchased by officers and directors of the Company, and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) 11, (a) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) (b) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 11 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 2 and 9 3 and the provisions of Section 7 and Sections 11 8 through 21, 18, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in p
...roportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. 21 If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Securities hereunder on
any the Closing Date and the aggregate number of
shares Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares and Warrants to be purchased by all Underwriters on such Closing Date, the other Underwriters shall be obligated severally, in proportion to the
...ir respective commitments hereunder, to purchase the shares Shares and Warrants which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares and Warrants with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares and Warrants to be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares and Warrants by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares and Warrants of a defaulting Underwriter or Underwriters on such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares and Warrants to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, 2 and 3, the obligations with -25- respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 7 and Sections 11 through 21, 18, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in p
...roportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 Section 5(a)(viii) and 9 and the provisions of Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in p
...roportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections 5 2 and 9 3, and the provisions of Section 7 5(a)(viii), Section 7, Section 9 and Sections 11 through 21, 19, inclusive, shall not terminate and shall remain in full force and effect. -27- As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Substitution of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase
shares of Stock Shares hereunder on
the Closing Date or any
Option Closing Date and the aggregate number of
shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed ten percent (10%) of the total number of
shares Shares to be purchased by all Underwriters on such
Closing Date or Option Closing Date, the other Underwriters shall be obligated severally, in p
...roportion to their respective commitments hereunder, to purchase the shares Shares which such defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date or Option Closing Date. If any Underwriter or Underwriters shall so default and the aggregate number of shares Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares Shares to be purchased by all Underwriters on such Closing Date or Option Closing Date and arrangements satisfactory to the Representatives remaining Underwriters and the Company for the purchase of such shares Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate. 18 If the remaining Underwriters or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock Shares of a defaulting Underwriter or Underwriters on such Closing Date or Option Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date or Option Closing Date for a period of not more than five (5) full business days in order that to permit the Company may to effect whatever changes may thereby be made necessary in the Registration Statement or Statement, the Final Prospectus, or in any other documents or arrangements, which may thereby be made necessary, and the Company agrees to promptly to file any amendments to the Registration Statement or supplements to the Final Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares Shares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Company or the any other Underwriters Underwriter for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of any non-defaulting Underwriter Underwriters or the Company, except that the representations, warranties, covenants, indemnities, agreements and other statements set forth in Section 2, Sections 2 and 3, the obligations with respect to expenses to be paid or reimbursed pursuant to Sections Section 5 and 9 and the provisions of Section 5(h) and Section 7 and Sections 11 9 through 21, 17, inclusive, shall not terminate and shall remain in full force and effect.
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