Termination Clause Example with 2,481 Variations from Business Contracts
This page contains Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Termination. The Underwriters may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and prior to the Closing 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 Global Market, (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, (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 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, 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, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus.View More
Variations of a "Termination" Clause from Business Contracts
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by you by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, Date if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securities issued or guaranteed by following has occurred: (i) since ...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) a general 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 date of the Representatives, is material and adverse and which, singly most recent financial statements included or together with any other event specified in this clause (v), makes it, in the reasonable judgement of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis if the effect of such outbreak, escalation, declaration, emergency, calamity or crisis on the financial markets of the United States would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iii) any material change in economic or political conditions or international or United States financial markets, if the effect of such change would, in your judgment, make it impracticable or inadvisable to market the Notes or to enforce contracts for the sale of the Notes, (iv) suspension of trading in securities generally on the New York Stock Exchange, the NYSE American LLC or the Final Prospectus. Nasdaq Global Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities generally on any such Exchange, (v) the declaration of a banking moratorium by United States or New York State authorities, (vi) any downgrading, or placement on any watch list for possible downgrading, in the rating of the Company or any of its debt securities by any "nationally recognized statistical rating organization" (as defined in Section 3(a)(62) of the Exchange Act) or (vii) the suspension of trading of the Company's common stock by the New York Stock Exchange, the Commission, or any other governmental authority; or (b) as provided in Sections 7 and 9 of this Agreement. -20- 12. Successors. This Agreement has been and is made solely for the benefit of the Underwriters and the Company and their respective successors, executors, administrators, heirs and assigns, and the officers, directors and controlling persons referred to herein, and no other person will have any right or obligation hereunder. No purchaser of any of the Notes from any Underwriter shall be deemed a successor or assign merely because of such purchase. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by you by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, Date if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading following has occurred: (i) since the date as of any securities issued or gu...aranteed by 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 which information is given in the United States shall have occurred, (iv) a general moratorium on commercial banking activities shall have Registration Statement, the General Disclosure Package and the Prospectus, there has been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or (A) any change in financial markets the capital stock (other than issuances pursuant to equity incentive plans) or increase in long-term debt of the Company or any calamity of its subsidiaries that is material to the Company and its subsidiaries taken as a whole, or crisis that, (B) any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in or affecting the business, properties, financial position or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus and, in the case of clause (A) or (B), the effect of which in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), Representative 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 on the terms and in the manner contemplated in the Registration Statement, by this Agreement, the General Disclosure Package and the Prospectus, (ii) since the Applicable Time there has been any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions if the Final Prospectus. effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in your judgment, materially impair the investment quality of the Securities, or (iii) since the Applicable Time there has been a suspension of trading in securities generally on the New York Stock Exchange or The NASDAQ Stock Market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on any such exchange, (iv) since the Applicable Time there has been a declaration of a banking moratorium by United States or New York State authorities, (v) since the Applicable Time (A) there has been any downgrading in the rating accorded the Company's debt securities by Moody's or S&P, or (B) either Moody's or S&P, or both, have publicly announced that they have under surveillance or review, with possible negative implications, their rating of any of the Company's debt securities or (vi) since the Applicable Time there has been the suspension of trading of any securities issued or guaranteed by the Company by the NASDAQ Global Select Market, the Commission, or any other governmental or regulatory authority; or 31 (b) as provided in Sections 6 and 9 of this Agreement. View More
Termination. The Underwriters This Agreement may terminate this Agreement be terminated by the Representative by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, Date if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading following has occurred: (i) since the respective dates as of ...any securities issued or guaranteed by 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) a general 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, which information 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, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole or the Final Prospectus. Adviser, whether or not arising in the ordinary course of business, which the Representative deems to materially impair the investment quality of the Securities, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions, if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the judgment of the Representative, materially impair the investment quality of the Securities, (iii) suspension of trading in securities generally on the New York Stock Exchange or Nasdaq or limitation on prices (other than limitations on hours or numbers of days of trading), (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) the suspension of trading of any security of the Company by Nasdaq, the Commission or any other governmental authority or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative has a material adverse effect on the securities markets in the United States; or (b) as provided in Section 6 of this Agreement. 28 If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7 and 10 shall survive such termination and remain in full force and effect. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to Securities to be purchased on a Closing Date by the Representatives to Underwriter by notifying the Company if, after at any time at or before a Closing Date if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the execution and delivery reasonable opinion of this Agreement and prior the Underwriter will in the immediate future materially disr...upt, the market for the Company's securities or securities in general; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Closing Date, (i) reasonable judgment of the Underwriter, inadvisable or impracticable to market Securities or enforce contracts for the sale of Securities; (iii) trading generally shall have in the any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, the NYSE American or The Nasdaq Global Market, (ii) trading of any has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; (iv) a general banking moratorium on commercial banking activities shall have has been declared by any state or Federal or New York State authorities authority; 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 reasonable judgment of the Representatives, Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is material and adverse and which, singly given in the Prospectus, a Material Adverse Effect, whether or together with any other event specified not arising in this clause (v), makes the ordinary course of business, such as to make it, in the reasonable judgement judgment of the Representatives, Underwriter, inadvisable or impracticable to market the Securities or inadvisable enforce contracts for the sale of the Securities. 23 (b) If this Agreement is terminated pursuant to proceed any of its provisions, the Company will not be under any liability to any Underwriter, and the Underwriter shall not be under any liability to the Company, except that (y) the Company will reimburse the Underwriter only for all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of Harter Secrest & Emery LLP, its counsel) reasonably incurred by the Underwriter in connection with the offer, proposed purchase and sale or delivery of the Securities on or in contemplation of performing its obligations hereunder subject to a cap of $75,000, and (z) if the terms and in Underwriter failed or refused to purchase Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall not be relieved of liability to the manner contemplated in the Registration Statement, the General Disclosure Package Company for damages occasioned by its failure or the Final Prospectus. refusal. View More
Termination. The Underwriters may terminate this Agreement by notice given by obligations of the Representatives Underwriter hereunder shall be subject to termination in the Company if, after absolute discretion of the execution and delivery of this Agreement and Underwriter, at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading of any securitie...s issued or guaranteed by the Company conditions specified in Section 6 hereof shall not have been suspended fulfilled when and as required by this Agreement to be fulfilled, or (ii) if there has occurred any material escalation of hostilities or other national or international calamity or crisis or change in economic, political, health or other conditions, the effect of which 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) a general 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 international financial markets or any calamity or crisis that, in the judgment of the Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes such as to make it, in the reasonable judgement judgment of the Representatives, Underwriter, impracticable or inadvisable to proceed with market the offer, Securities or enforce contracts for the sale or delivery of the Securities Securities, or (iii) if trading in any securities of the Company has been suspended by the Commission or by the NYSE, or if trading generally on the terms and NYSE or in the manner contemplated Nasdaq over-the-counter market has been suspended or (including an automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or limitations on prices for trading (other than limitations on hours or numbers of days of trading) have been fixed, or maximum ranges for prices for securities have been required, by such exchange or FINRA or the over-the-counter market or by order of the Commission or any other governmental authority, or (iv) if any federal, state, local or foreign statute, regulation, rule or order of any court or other governmental authority has been enacted, published, decreed or otherwise promulgated which, in the Registration Statement, reasonable opinion of the General Disclosure Package Underwriter, materially adversely affects or will materially adversely affect the Final Prospectus. business or operations of the Company, or (v) any action has been taken by any federal, state, local or foreign government or agency in respect of its monetary or fiscal affairs which, in the reasonable opinion of the Underwriter, could reasonably be expected to have a material adverse effect on the securities markets in the United States. If the Underwriter elects to terminate this Agreement as provided in this Section 9, the Company shall be notified promptly by telephone, promptly confirmed by facsimile or e-mail. If the sale to the Underwriter of the Securities, as contemplated by this Agreement, is not carried out by the Underwriter for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply in all material respects with any of the terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 9 hereof) and the Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 9 hereof) or to one another hereunder. 10. Successors; Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the Underwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the Underwriter shall be for the benefit of the Company Indemnified Parties. View More
Termination. The Underwriters This Agreement may terminate this Agreement by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and be terminated at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as Date by the case may be, Representative by written notice to the Issuers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registr...ation Statement, the Time of Sale Information and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries or the earnings, affairs, or business prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse, (iii)(a) the suspension or limitation of trading in securities of any Issuer by the Commission or on the New York Stock Exchange, or (b) the suspension or material limitation of trading in securities on the New York Stock Exchange or The the Nasdaq Global Stock Market, (ii) trading Inc. or limitation on prices for securities on any such exchange, (iv) the enactment, publication, decree or other promulgation of any securities issued federal or guaranteed by state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business or -19- operations of the Company shall have been suspended on and its subsidiaries taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities, or (vi) the taking of any exchange action by any federal, state or local government or agency in any over-the-counter market, (iii) respect of its monetary or fiscal affairs which in your opinion has a material disruption in securities settlement, payment or clearance services adverse effect on the financial markets in the United States shall have occurred, and, in the case of clause (i), (ii), (iv) a general 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, (vi), that would, in the judgment of the Representatives, 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, make it impracticable or inadvisable to proceed with the offer, sale or delivery of market the Securities on the terms and in the manner contemplated in the Registration Statement, Time of Sale Information and the General Disclosure Package or the Final Prospectus. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement by notice given be terminated with respect to Securities to be purchased on a Closing Date by the Representatives to Underwriter by notifying the Company if, after at any time at or before the execution and delivery applicable Closing Date if: (i) any domestic or international event or act or occurrence has materially disrupted, or in the reasonable opinion of this Agreement and prior the Underwriter will in the immediate future ma...terially disrupt, the market for the Company's securities or securities in general; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the Closing Date, (i) reasonable judgment of the Underwriter, inadvisable or impracticable to market Securities or enforce contracts for the sale of Securities; (iii) trading generally shall have in the any securities of the Company has been suspended or materially limited on, by the Commission or by, as the case may be, any of trading generally on the New York Stock Exchange Exchange, the NYSE American or The Nasdaq Global Market, (ii) trading of any has been suspended or materially limited, or minimum or maximum ranges for prices for securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices for securities have been required, by any exchange of said exchanges or in by such system or by order of the Commission, FINRA, or any over-the-counter market, (iii) a material disruption in securities settlement, payment other governmental or clearance services in the United States shall have occurred, regulatory authority; (iv) a general banking moratorium on commercial banking activities shall have has been declared by any state or Federal or New York State authorities authority; 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 reasonable judgment of the Representatives, Underwriter, there has been, since the time of execution of this Agreement or since the respective dates as of which information is material and adverse and which, singly given in the Prospectus, a Material Adverse Effect, whether or together with any other event specified not arising in this clause (v), makes the ordinary course of business, such as to make it, in the reasonable judgement judgment of the Representatives, Underwriter, inadvisable or impracticable to market the Securities or inadvisable enforce contracts for the sale of the Securities. 19 (b) If this Agreement is terminated pursuant to proceed any of its provisions, the Company will not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company, except that (y) the Company will reimburse the Underwriter only for all actual, accountable out-of-pocket expenses (including the reasonable fees and disbursements of Loeb & Loeb LLP, its counsel) reasonably incurred by the Underwriter in connection with the offer, proposed purchase and sale or delivery of the Securities on or in contemplation of performing its obligations hereunder subject to a cap of $65,000, and (z) if the Underwriter failed or refused to purchase Securities agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, it shall not be relieved of liability to the Company for damages occasioned by its failure or refusal. (c) Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 4(b), 5, 6, 7 and 8(a) shall not be in any way effected by such election or termination or failure to carry out the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package of this Agreement or the Final Prospectus. any part hereof. View More
Termination. The Underwriters (a) This Agreement may terminate this Agreement be terminated by the Representative by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and (a) at any time prior to the Closing Date, (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, Date if any of the New York Stock Exchange or The Nasdaq Global Market, (ii) trading following has occurred: (i) since the respective dates as... of any securities issued or guaranteed by 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) a general 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, which information 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, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company and the Subsidiaries taken as a whole or the Final Prospectus. Adviser, whether or not arising in the ordinary course of business, which the Representative deems to materially impair the investment quality of the Securities, (ii) any outbreak or escalation of hostilities or declaration of war or national emergency or other national or international calamity or crisis (including, without limitation, an act of terrorism) or change in economic or political conditions, if the effect of such outbreak, escalation, declaration, emergency, calamity, crisis or change on the financial markets of the United States would, in the judgment of the Representative, materially impair the investment quality of the Securities, (iii) suspension of trading in securities generally on the New York Stock Exchange or Nasdaq or limitation on prices (other than limitations on hours or numbers of days of trading), (iv) the declaration of a banking moratorium by United States or New York State authorities, (v) the suspension of trading of any security of the Company by Nasdaq, the Commission or any other governmental authority or (vi) the taking of any action by any governmental body or agency in respect of its monetary or fiscal affairs which in the opinion of the Representative has a material adverse effect on the securities markets in the United States; or (b) as provided in Section 6 of this Agreement. (b) If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 7 and 10 shall survive such termination and remain in full force and effect. View More
Termination. The Underwriters may terminate this This Agreement shall be subject to termination by notice given by the Representatives you to the Company if, Company, if: (a) after the execution and delivery of this Agreement and at or prior to the Closing Date, Date and each Date of Delivery, as the case may be (i) trading generally shall have been suspended or materially limited on, on or by, as the case may be, any of the New York Stock Exchange Exchange, the NYSE American LLC or The Nasdaq Global the NAS...DAQ Stock Market, (ii) trading of any securities issued or guaranteed by 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) a general any moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities authorities, or (v) there shall have occurred any outbreak or escalation of hostilities, or hostilities or, any change in financial markets or any calamity or crisis that, in the judgment of the Representatives, your judgment, is material and adverse adverse; and which, (b) in the case of any of the events specified in clauses 7(a)(i) through 7(a)(v), such event, singly or together with any other event specified in this clause (v), such event, makes it, in the reasonable judgement of the Representatives, your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Underwritten Securities on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. -18- 8. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date or a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which 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 Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the principal amount of the Underwritten Securities set forth opposite their respective names in Schedule I bears to the aggregate principal amount of the Underwritten Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which 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 Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 8 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date or a Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased, and arrangements satisfactory to you and the Company for the purchase of such Securities 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 Company. In any such case either you or the Company shall have the right to postpone the Closing Date or such Date of Delivery, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, Statement and in the General Disclosure Package and the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Final Prospectus. offering contemplated hereunder. View More
Termination. The Underwriters may terminate this Agreement Agreement, by notice given by the Representatives to the Company if, after the execution and delivery of this Agreement and Partnership, at any time at or prior to the Closing Date, Date (i) if, in the opinion of the Underwriters, there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwi...se, or in the earnings, business affairs or business prospects of the Partnership and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if trading generally shall have in any securities of the Partnership has been suspended or materially limited on, by the Commission, or by, as the case may be, any of if trading generally on the New York Stock Exchange or The Nasdaq Global Market, (ii) in the NASDAQ Stock Market has been suspended or materially limited, or minimum or maximum prices for trading of any securities issued or guaranteed by the Company shall have been suspended on fixed, or maximum ranges for prices have been required, by any exchange of said 23 exchanges or in by such system or by order of the Commission, the FINRA or any over-the-counter market, (iii) other governmental authority, or (iv) if a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) a general banking moratorium on commercial banking activities shall have has been declared by either 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, 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, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Registration Statement, the General Disclosure Package or the Final Prospectus. authorities. View More
