Termination. The Initial Purchaser may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any condition described in
... Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, except that the Company shall be obligated to reimburse the Initial Purchaser for all documented out-of-pocket expenses reasonably incurred, unless the termination results from any of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, or (b) the Initial Purchaser to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The Initial
Purchaser Purchasers may terminate this Agreement
(i) at any time prior to the
applicable Closing Date by written notice to the Company if any of the events described in Sections
7(c) 7(e) (No Material Adverse
Change), 7(d) Effect), 7(f) (No Hostilities) or
7(e) 7(g) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial
Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this
Agreement or (ii) on the applicable... Closing Date if any condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Agreement. Any termination pursuant to this Section shall be without liability on the part of (a) the Company or the Guarantors to the any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of each Initial Purchaser pursuant to Section 5(f) hereof (including reasonable fees and expenses for all documented out-of-pocket expenses reasonably incurred, unless the termination results from any of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), and upon demand the Company shall pay the full amount thereof to counsel for the Initial Purchaser, Purchasers) or (b) the each Initial Purchaser to the Company, Company or the Guarantors; except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The Initial Purchaser may terminate this Agreement (i) at any time prior to the
applicable Closing Date by written notice to the Company if any of the events described in
Sections 7(c) Section 7(e) (No Material Adverse Change),
7(d) Section 7(f) (No Hostilities) or
7(e) Section 7(g) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial Purchaser
shall decline to purchase the Securities terminates this Agreement for any reason permitted by this Agreement or (ii) on
... the applicable Closing Date if any condition described in Section 7 hereof is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company or the Guarantors to the Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the Initial Purchaser for all reasonable and documented out-of-pocket expenses reasonably incurred, unless (including reasonable fees and disbursements of White & Case LLP, counsel to the termination results from any Initial Purchaser) incurred by the Initial Purchaser in connection with this Agreement and the proposed purchase of the events described in Section 7(d) Securities as long as this Agreement had not been terminated due to a breach or Sections 7(e)(ii), (iii) or (v), default by the Initial Purchaser, and upon demand the Company shall pay the full relevant amount thereof to the Initial Purchaser, Page 34 Purchaser or (b) the Initial Purchaser to the Company, Company or the Guarantors, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The
Initial Purchaser Representative may terminate this Agreement (i) at any time prior to the
applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial
Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the
applicable Closing Date if any
... condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser Representative on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company or the Guarantors to the Initial Purchaser, Purchasers, except that the Page 32 Company and the Guarantors shall be obligated to reimburse the Initial Purchaser Purchasers for all documented out-of-pocket expenses reasonably incurred, unless not to exceed $500,000 (including fees and disbursements of Latham & Watkins LLP, counsel to the termination results from any Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, Representative or (b) the Initial Purchaser Purchasers to the Company, Company or the Guarantors, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The
Initial Purchaser Representatives may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial
Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any
... condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser Representatives on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, Purchasers, except that the Company shall be obligated to reimburse the Initial Purchaser for all documented out-of-pocket expenses reasonably incurred, unless the termination results from any of the events described as set forth in Section 7(d) or Sections 7(e)(ii), (iii) or (v), and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, 12 or (b) the Initial Purchaser Purchasers to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The Initial
Purchaser Purchasers may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections 7(c) (No Material Adverse Change), 7(d) (No Hostilities) or 7(e) (No Suspension in Trading; Banking Moratorium) shall have occurred or if the Initial
Purchaser Purchasers shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any
... condition described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser Purchasers on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, Purchasers, except that the Company shall be obligated to reimburse the Initial Purchaser Purchasers for all documented out-of-pocket expenses reasonably incurred, unless (including fees and disbursements of Latham & Watkins LLP, counsel to the termination results from any Initial Purchasers) incurred by the Initial Purchasers in connection with this Agreement and the proposed purchase of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, Purchasers or (b) the Initial Purchaser Purchasers to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 and 10 hereof shall at all times be effective and shall survive such termination.
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Termination. The Initial Purchaser may terminate this Agreement (i) at any time prior to the applicable Closing Date by written notice to the Company if any of the events described in Sections
7(c) 7(d) (No Material Adverse Change),
7(d) 7(e) (No Hostilities) or
7(e) 7(f) (No Suspension in Trading; Banking Moratorium) shall have occurred
or if the Initial Purchaser shall decline to purchase the Securities for any reason permitted by this Agreement or (ii) on the applicable Closing Date if any condition
... described in Section 7 is not fulfilled or waived in writing by the Initial Purchaser on or prior to the applicable Closing Date. Any termination pursuant to this Section shall be without liability on the part of (a) the Company to the Initial Purchaser, except that the Company shall be obligated to reimburse the Initial Purchaser for all documented out-of-pocket expenses reasonably incurred, unless incurred by the termination results from any Initial Purchaser in connection with this Agreement and proposed purchase of the events described in Section 7(d) or Sections 7(e)(ii), (iii) or (v), Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser, Purchaser the or (b) the Initial Purchaser to the Company, except, in the case of each of clauses (a) and (b), that the provisions of Sections 9 8(f) and 10 hereof shall at all times be effective and shall survive such termination.
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