Termination. The Underwriters may terminate this Agreement by notice given by the
Representatives Representative to the
Company if, Issuers, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date (i) trading generally shall have been suspended or materially limited on, or by,
as the case may be, any of the New York Stock Exchange or
The Nasdaq the NASDAQ Global Market, (ii) trading of any securities
issued or guaranteed by of the
Company Issuers shall have been suspended on
... any exchange or in any over-the-counter market, market other than resulting from an event described in clause (i) above, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general 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 change in financial markets or any calamity or crisis that, in the judgment of the Representatives, Representative's judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, Representative's judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities Notes on the terms and in the manner contemplated in the Registration Statement, the General Pricing Disclosure Package or the Final Prospectus. 28 10. Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase Notes that it has or they have agreed to purchase hereunder on such date, and the principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Notes to be purchased pursuant hereto, the other Underwriters shall be obligated severally in the proportions that the principal amount of Notes set forth opposite their respective names in Schedule III bears to the aggregate principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representatives may specify, to purchase the Notes that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such principal amount of Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase the Notes and the principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Notes to be purchased pursuant hereto, and arrangements satisfactory to the Representatives and the Issuers for the purchase of such Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the MarkWest Entities, except that the MarkWest Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. In any such case, the Representatives or the MarkWest Entities shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule III hereto that, pursuant to this Section 10, purchases Notes that a defaulting Underwriter agreed but failed to purchase.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Underwriter, by notice
given by the Representatives to the Company
if, and the Selling Shareholders, if after the execution and delivery of this Agreement and prior to the Closing
Date, Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited
on, on or
by, as the case may be, by any of the New Yor
...k Stock Exchange, the American Stock Exchange, The Nasdaq Stock Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or The Nasdaq Global Market, the Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal U.S. federal or New York State authorities authorities; (iv) a material disruption in securities settlement or clearance services in the United States that could reasonably be expected to affect the settlement of the Shares shall have occurred; or (v) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriter, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. -33- 12. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company and the Selling Shareholders will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any stamp duties or other issuance or transfer taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Base Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company's counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the reasonable related fees and expenses of counsel for the Underwriter not to exceed $15,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; and (vii); all expenses and application fees related to the listing of the Shares on the NYSE. It is understood, however, that except as provided in this Section 12, Section 9 entitled "Indemnity and Contribution," and Section 11 entitled "Termination" above, the Underwriter will pay all of its costs and expenses, including fees and disbursements of its counsel. (b) If (i) this Agreement is terminated pursuant to clause (ii) of Section 11, (ii) the Company or the Final Prospectus. Selling Shareholders for any reason fail to tender the Shares for delivery to the Underwriter (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11) or (iii) the Underwriter declines to purchase the Shares for any reason permitted under this Agreement (other than pursuant to clauses (i), (iii), (iv) or (v) of Section 11), the Company and the Selling Shareholders agree to reimburse the Underwriter for all out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby; provided that, if any Selling Shareholder fails to tender its Shares for delivery to the Underwriter, such Selling Shareholder agrees to reimburse the Underwriter only for its pro rata portion of such out-of-pocket costs and expenses (including the reasonable fees and expenses of its counsel) based upon the number of Shares agreed to be sold by such Selling Shareholder pursuant to this Agreement relative to the total number of Shares agreed to be sold by the Selling Shareholder pursuant to this agreement with the remainder of such expenses being the responsibility of the Company. (c) This Section 12 shall not affect any separate agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Shareholders, on the other hand.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Underwriters, by
written notice
given by the Representatives to the
Company if, Issuers, if after the execution and delivery of this Agreement and
on or prior to the Closing
Date, Date (i) trading generally shall have been suspended or materially limited
on, or by, as the case may be, any of on the New York Stock Exchange or
The Nasdaq Global Market, the over-the-counter market; (ii) trad
...ing of any securities issued or guaranteed by the Company Issuers or any of the Guarantors shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriters, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery delivery, of the Securities Notes on the terms and in the manner contemplated by this Agreement, the Time of Sale Information and the Prospectus 10. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Issuers and each of the Guarantors jointly and severally agree to pay or cause to be paid all costs and expenses incident to the performance of their respective obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Notes and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act -23- of the Registration Statement, the General Disclosure Package Preliminary Prospectus, any Issuer Free Writing Prospectus, any other Time of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the costs of reproducing and distributing each of the Transaction Documents; (iv) the fees and expenses of the Issuers' and the Guarantors' counsel and independent accountants; (v) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Final Prospectus. Securities under the laws of such jurisdictions as the Underwriters may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (vi) any fees charged by rating agencies for rating the Securities; (vii) the fees and expenses of the Trustee and any paying agent (including related fees and expenses of any counsel to such parties); (viii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, and the approval of the Notes for book-entry transfer by DTC; and (ix) all expenses incurred by the Issuers in connection with any "road show" presentation to potential investors (provided that fifty-percent (50%) of the fees and expenses of any jointly-used chartered aircraft used in connection with the "road show" will be paid by the Underwriters). (b) If (i) this Agreement is terminated pursuant to Section 9, (ii) the Issuers for any reason fail to tender the Securities for delivery to the Underwriters or (iii) the Underwriters decline to purchase the Notes for any reason permitted under this Agreement, each of the Issuers and each of the Guarantors jointly and severally agree to reimburse the Underwriters for all out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
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Termination.
The Underwriters This Agreement may
terminate this Agreement be terminated in the absolute discretion of the Underwriter, by notice
given by the Representatives to the Company
if, and the Selling Stockholders, if after the execution and delivery of this Agreement and
on or prior to the Closing
Date, Date (i) trading generally shall have been suspended or materially limited
on, on or
by, as by the
case may be, any of the New York Stock Exchange or The Nasdaq Global Market, Exchange; (ii) trading
...of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, market; (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have been declared by Federal federal or New York State authorities authorities; or (v) (iv) there shall have occurred any outbreak or escalation of hostilities, hostilities or any change in financial markets or any calamity or crisis crisis, either within or outside the United States, that, in the judgment of the Representatives, Underwriter, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, it impracticable or inadvisable to proceed with the offer, offering, sale or delivery of the Securities Shares on the Closing Date, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus. -30- 12. Payment of Expenses. (a) Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the costs incident to the sale, preparation and delivery of the Shares and any taxes payable in connection therewith; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, the General Preliminary Prospectus, any Issuer Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company's counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Final Prospectus. Shares under the laws of such jurisdictions as the Underwriter may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriter for such Blue Sky Memorandum up to an aggregate of $5,000); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA (provided that the reimbursement obligation for such fees and expenses of counsel for the Underwriter shall not exceed, in the aggregate, $20,000); (viii) all expenses incurred by the Company in connection with any "road show" presentation to potential investors; it being understood that except as provided in this Section 12 or Section 9 hereof, the Underwriter will pay all of the travel, lodging and other expenses of the Underwriter or any of its employees incurred by it in connection with any "roadshow" presentation to potential investors and 50% of the costs of any aircraft chartered in connection with the "road show" presentation; and (ix) all expenses and application fees related to the listing of the Shares on the Exchange. (b) If (i) this Agreement is terminated pursuant to Section 11, (ii) the Selling Stockholders for any reason fail to tender the Shares for delivery to the Underwriter or (iii) the Underwriter declines to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriter for all out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of their counsel) reasonably incurred by the Underwriter in connection with this Agreement and the offering contemplated hereby.
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