Termination of this Agreement Clause Example from Business Contracts

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Underwriters by notice given to the Company, if at any time: (i) trading or quotation in any of the Company's common stock shall have been suspended or limited by the Commission or by the NYSE, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by ...the Commission or FINRA, (ii) a general banking moratorium shall have been declared by any U.S. federal or New York state authorities or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, as, in the reasonable judgment of the Underwriters, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities in the manner, and on the terms, described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company to any Underwriter, except that the Company shall be obligated to reimburse the reasonable expenses of the Underwriters pursuant to Sections 5 and 7 hereof, (ii) any Underwriter to the Company, or (iii) any party hereto to any other party, except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination. -23- 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company, its officers and the several Underwriters, set forth in, or made pursuant to, this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of their partners, officers or directors or any controlling person, as the case may be, and will survive (i) delivery of and payment for the Securities sold hereunder and (ii) any termination of this Agreement (other than, with respect to the representations and warranties of the Company, if the termination does not result, in whole or in part, from the fault of the Company). The provisions of Section 5, Section 7, Section 8, Section 9, this Section 11, Section 15 and Section 16 hereof shall survive the termination or cancellation of this Agreement. View More