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Termination Clause Example with 435 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. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable ...to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
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Found in
SIEBERT FINANCIAL CORP contract
Variations of a "Termination" Clause from Business Contracts
Termination. (a) (i) The Agent Company may terminate this Agreement, by Agreement in its sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Age...nt, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. BofA Securities. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the obligations of the Company, including in respect of compensation of BofA Securities, shall remain in full force and effect notwithstanding such termination; and (B) the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival 4(l)), 9, 13, 14, 15 and 19 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If (ii) In the Agent elects case of any sale by the Company pursuant to terminate a Terms Agreement, the obligations of the Company pursuant to such Terms Agreement and this Agreement as provided in this Section 12(a), may not be terminated by the Agent shall provide Company without the required prior written notice as specified in Section 13 (Notices). consent of BofA Securities. (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to (i)BofA Securities may terminate this Agreement in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company. Any such termination shall be without liability of any party to any other party party, except that the provisions of Sections 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof 19 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent (ii) In the case of any purchase by BofA Securities pursuant to a Terms Agreement, the obligations of BofA Securities pursuant to such Terms Agreement shall have the right, by giving ten (10) days written notice as hereinafter specified be subject to terminate this Agreement in its sole discretion termination at any time after prior to or at the date Principal Settlement Date, if, (A) since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, (i) trading generally shall have been materially suspended or materially limited on or by the Exchange or the NASDAQ Global Select Market, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over-the counter market, (iii) a general moratorium on commercial banking activities in New York shall have been declared by either federal or New York state authorities, (iv) there shall have occurred any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States, or any change in financial markets or any 36 calamity or crisis that, in each case, in BofA Securities' judgment, is material and adverse or (v) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares and (B) in the case of any of the events specified in clauses (A)(i) through (v), such event singly or together with any other such event specified in clauses (A)(i) through (v) makes it, in BofA Securities' judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus. If BofA Securities elects to terminate its obligations pursuant to this Section 8(b)(ii), the Company shall be notified promptly in writing. (c) This Agreement shall remain in full force and effect until the earlier of (A) termination of this Agreement. Any Agreement pursuant to Section 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such termination shall be without liability date that the Maximum Amount of Shares have been sold in accordance with the terms of this Agreement or any party to any other party Terms Agreement, in each case except that the provisions of Section 8, 3, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, Section 11, Section 17 4(l)), 9, 13, 14, 15 and Section 18 hereof 19 of this Agreement shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent BofA Securities or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof.
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American Campus Communities contract
Termination. (a) The Agent may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable ...to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The 8.1The Company shall have the right, by giving ten (10) days written notice as hereinafter specified specified, to terminate the provisions of this Agreement relating to the solicitation of offers to purchase the Shares in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This time. 8.3This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8.1 or (d) 8.2 above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 5, 7 and Section 18 9 shall remain in full force and effect. (f) Any 8.4Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent each Manager or the Company, as the case may be; provided, further, be. 8.5In the case of any termination purchase of this Shares by a Manager pursuant to a Terms Agreement, the obligations of the applicable Manager pursuant to such Terms Agreement shall be subject to termination, in accordance with the terms absolute discretion of Section 12(b) or (c) shall not be effective until the date that is ten days after applicable Manager, by notice given to the date of such written notice. If such termination shall occur Company prior to the Settlement Date for Time of Delivery relating to such Shares, if at any sale of Placement Shares, time prior to such Placement delivery and payment (i) trading in the Company's Common Shares shall settle have been suspended by the Commission or the New York Stock Exchange or trading in accordance securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the applicable Manager, impractical or inadvisable to proceed with the provisions offering or delivery of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in Shares as contemplated by the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. Prospectus.
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International Seaways, Inc. contract
Termination. (a) The Agent Representatives may terminate this Agreement, by written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, any Material Adverse Effect, change, or any development that would reasonably be expected to result or event involving a prospective change, which individually or in t...he aggregate, in the sole judgment of the Representatives, has or could have a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Shares, (2) 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 37 as to make it, in the judgment of the Agent, Representatives, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock Shares has been suspended or limited by the Commission or the Exchange, NYSE, or if trading generally on the Exchange NYSE has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, continuing or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any If this Agreement is terminated pursuant to this Section 7, such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 5 hereof.
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Termination. (a) The Agent may terminate this Agreement, Partnership shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Offered Units in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that... (i) if Offered Units have been sold through the Prospectus, Managers for the Partnership, then Section 4(s) shall remain in full force and effect, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in pending sale, through the reasonable judgment Managers for the Partnership, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change Partnership, including in the financial markets in the United States or the international financial markets, any outbreak respect 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 compensation of the Agent, impracticable or inadvisable to market Managers, shall remain in full force and effect notwithstanding the Placement Shares or to enforce contracts for termination and (iii) the sale provisions of the Placement Shares, (3) if trading Sections 2, 5, 7, 9, 10, 12 and 14 of this Agreement shall remain in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market full force and effect notwithstanding such termination. (b) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Offered Units in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent any Manager or the Company, Partnership, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the Offered Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (e) In the case of any purchase of Offered Units by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations Partnership prior to the Time of Delivery relating to such Offered Units, if at any time prior to such delivery and payment (i) trading in the Partnership's Common Units shall have been suspended by the Commission or the NYSE, or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Manager, impractical or inadvisable to proceed with the offering or delivery of the Offered Units as contemplated by the Prospectus (exclusive of any amendment or supplement thereto).9. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Partnership Parties or their officers and of each Manager set forth in Section 8 of this Agreement, in the event of termination of or made pursuant to this Agreement prior to the sale will remain in full force and effect, regardless of any Placement Shares, investigation made by any Manager or any Partnership Party or any of the Agent shall be entitled only officers, directors, employees, affiliates, agents or controlling persons referred to reimbursement in Section 7 hereof, and will survive delivery of its out-of-pocket expenses actually incurred. and payment for the Offered Units.
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HOLLY ENERGY PARTNERS LP contract
Termination. (a) The Agent may terminate this Agreement, Transaction Entities shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Shares in their sole discretion at any time. Any such termination shall be without liability of any party to any other party except ...that (i) if Shares have been sold through the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts Managers for the Company, then Section 4(s) shall remain in full force and effect, (ii) with respect to the period between the Applicable Time and the Settlement Date with respect to any pending sale of the Placement Shares, (3) if trading in Shares through the Common Stock has been suspended or limited by Managers for the Commission or Company, the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities obligations of the Company on any exchange or Transaction Entities, including in respect of compensation of the over-the-counter market Managers, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 4(z), 7, 9, 10, 12 and 14 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate the provisions of securities settlements or clearance services this Agreement relating to the future solicitation of offers to purchase the Shares by such Manager in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 4(z), 7, 9, 10, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all obligations of the Placement Shares through the Agent on the terms and subject other Managers to the conditions set forth herein; provided that Company and of the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof Company to the other Managers, shall remain in full force and effect notwithstanding such termination. (e) not be affected by the termination by one Manager. (c) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or as automatically terminated pursuant to Section 4(z) or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement or automatic termination pursuant to Section 4(z) shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 4(z), 5, 7 and Section 18 9 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, termination (except that any termination pursuant to Section 4(z) shall be automatic on the Renewal Deadline as provided in that section); provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Managers or the Company, Transaction Entities, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date for any sale of Placement the Shares, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vi) of this Agreement. (g) Subject 29 9. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the additional limitations Transaction Entities or its officers and of the Managers set forth in Section 8 of this Agreement, in the event of termination of or made pursuant to this Agreement prior to the sale will remain in full force and effect, regardless of any Placement Shares, investigation made by the Agent shall be entitled only Managers or the Transaction Entities or any of the officers, directors, employees, agents or controlling persons referred to reimbursement in Section 7 hereof, and will survive delivery of its out-of-pocket expenses actually incurred. and payment for the Shares.
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Douglas Emmett, Inc. contract
Termination. (a) The Agent may Partnership Parties shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement, by written notice with respect to any or all of the Managers, relating to the Company, as hereinafter specified solicitation of offers to purchase the Units in its sole discretion at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Materia...l Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. time. Any such termination shall be without liability of any party to any other party except that (i) if Units have been sold through any Manager for the Partnership, then Section 4(s) shall remain in full force and effect, (ii) with respect to any pending sale, through such Managers for the Partnership, the obligations of the Partnership Parties, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination, and (iii) the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 11, 12, 13, 15 and 16 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company Each Manager shall have the right, by giving ten (10) days written notice as hereinafter specified specified, to terminate its own obligations under the provisions of this Agreement relating to the solicitation of offers to purchase the Units in its sole discretion at any time after the date of this Agreement. time. Any such termination shall have no effect on the obligations of any other Manager under this Agreement and shall be without liability of any party to any other party except that the provisions of Section 8, Section Sections 2, 5, 7, 9, 10, Section 11, Section 17 12, 13, 15 and Section 18 hereof 16 of this Agreement shall remain in full force and effect with respect to such Managers notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated until the earlier of (i) its termination pursuant to Sections 12(a), (b), (c), or (d) Section 8(a) above or otherwise by mutual agreement of all of the parties; provided, however, parties and (ii) the termination of the obligations of each Manager pursuant to Section 8(b) above; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent any Manager or the Company, Partnership Parties, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject 26 (e) In the case of any purchase of Units by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Partnership Parties prior to the sale Time of Delivery relating to such Units, if at any Placement Shares, time prior to such delivery and payment (i) trading in the Agent Partnership's Common Units shall be entitled only have been suspended by the Commission or the NYSE, (ii) trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (iii) a banking moratorium shall have been declared either by federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States shall have occurred, or (iv) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to reimbursement make it, in the sole judgment of its out-of-pocket expenses actually incurred. such Manager, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Prospectus.
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Termination. (a) a. (i) The Agent Company and the Operating Partnership may terminate this Agreement, by Agreement in their sole discretion at any time upon prior written notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in... the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Agents. Any such termination shall be without liability of any party to any other party party, except that (A) with respect to any pending sale, the provisions obligations of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival the Company and the Operating Partnership, including in respect of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver compensation of Jury Trial) hereof the Agents, shall remain in full force and effect notwithstanding such termination. If termination; and (B) the Agent elects to terminate provisions of Section 31 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(r)), 9, 13, 14, 16 and 22 of this Agreement as provided shall remain in this Section 12(a), full force and effect notwithstanding such termination; and (ii) in the Agent shall provide case of any sale by the required written notice as specified in Section 13 (Notices). (b) The Company shall have and the right, by giving ten (10) days written notice as hereinafter specified Operating Partnership pursuant to terminate a Terms Agreement, the obligations of the Company and the Operating Partnership pursuant to such Terms Agreement and this Agreement may not be terminated by the Company or the Operating Partnership without the prior written consent of the applicable Agent. b. (i) Each Agent may terminate its own obligations under the provisions of this Agreement relating to the solicitation of offers to purchase Shares in its sole discretion at any time after upon giving prior written notice to the date of this Agreement. Company and the Operating Partnership. Any such termination shall be without liability of any party to any other party party, except that the provisions of Section 8, 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 10, 4(r)), 9, 13, 14, 16 and 22 of this Agreement shall remain in full force and effect notwithstanding such termination; and (ii) in the case of any purchase by an Agent pursuant to a Terms Agreement, the obligations of such Agent pursuant to such Terms Agreement shall be subject to termination by such Agent at any time prior to or at the Principal Settlement Date if since the time of execution of the Terms Agreement or the respective dates as of which information is given in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, (A) trading generally shall have been suspended or materially limited on or by the NYSE; (B) trading of any securities issued by the Company shall have been suspended on any exchange or in any over-the counter market; (C) a general moratorium on commercial banking activities shall have been declared by federal or New York state authorities; or (D) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, solely in the case of events and conditions described in this clause (D), in such Agent's judgment, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the terms and in the manner contemplated in the Prospectus or such Terms Agreement. If such Agent elects to terminate its obligations pursuant to this Section 11, 8(b)(ii), then the Company shall be notified promptly in writing. c. This Agreement shall remain in full force and effect until the earliest of (A) termination of the Agreement pursuant to Section 17 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such date that Gross Sales Price of Shares sold in accordance with the terms of this Agreement and any Terms Agreements equals the Maximum Amount, in each case except that the provisions of Section 18 hereof 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 4(r)), 9, 13, 14, 16 and 22 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect. (f) 32 d. Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that provided that, notwithstanding the foregoing, such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Agents, the Company or the Company, Operating Partnership, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of be, or such later date as may be required pursuant to Section 12(b) 8(a) or (c) shall not be effective until the date that is ten days after the date of such written notice. (b). If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares sale shall settle in accordance with the provisions of this Agreement. (g) Subject to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. 2 hereof.
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Rayonier, L.P. contract
Termination. (a) The Agent may Partnership Parties shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement, by written notice with respect to any or all of the Managers, relating to the Company, as hereinafter specified solicitation of offers to purchase the Units in their sole discretion at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Mater...ial Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in the reasonable judgment of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) 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 Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. time. Any such termination shall be without liability of any party to any other party except that (i) if Units have been sold through any Manager for the 39 Partnership, then Section 4(u) shall remain in full force and effect, (ii) with respect to any pending sale, through such Manager for the Partnership, the obligations of the Partnership Parties, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company Each Manager shall have the right, by giving ten (10) days written notice as hereinafter specified specified, to terminate its own obligations under the provisions of this Agreement relating to the solicitation of offers to purchase the Units in its sole discretion at any time after the date of this Agreement. time. Any such termination shall have no effect on the obligations of any other Manager under this Agreement and shall be without liability of any party to any other party except that the provisions of Section 8, Section Sections 2, 5, 7, 9, 10, Section 11, Section 17 12 and Section 18 hereof 14 of this Agreement shall remain in full force and effect with respect to such Manager notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated until the earlier of (i) its termination pursuant to Sections 12(a), (b), (c), or (d) Section 8(a) above or otherwise by mutual agreement of all of the parties; provided, however, parties and (ii) the termination of the obligations of each Manager pursuant to Section 8(b) above; provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (d) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent any Manager or the Company, Partnership Parties, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (e) In the case of any purchase of Units by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement Partnership prior to the sale Time of Delivery relating to such Units, if at any time prior to such delivery and payment (i) trading in the Partnership's Common Units shall have been suspended by the Commission or the NYSE or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of such Manager, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto).
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ANDEAVOR LOGISTICS LP contract
Termination. (a) The Agent may terminate this Agreement, MarkWest Parties shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Units in their sole discretion at any time. Any such termination shall be without liability of any party to any other party; provided, t...hat (i) if Units have been sold through the Prospectus, Managers for the Partnership, then Section 4(u) shall remain in full force and effect, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in pending sale, through the reasonable judgment Managers for the Partnership, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change MarkWest Parties, including in the financial markets in the United States or the international financial markets, any outbreak respect 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 compensation of the Agent, impracticable or inadvisable Managers, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 11, 12 and 14 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Selling Unitholder shall have the right, by giving written notice as hereinafter specified, to market terminate the Placement Shares or provisions of this Agreement relating to enforce contracts the solicitation of offers to purchase the Secondary Units in its sole discretion at any time. Any such termination shall be without liability of any party to any other party; provided, that (i) if Secondary Units have been sold through the Managers for the sale Selling Unitholder, then Section 4(u) shall remain in full force and effect, (ii) with respect to any pending sale, through the Managers for the Selling Unitholder (or the Custodian), the obligations of the Placement Shares, (3) if trading Selling Unitholder, including in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension respect of trading of any securities compensation of the Company on any exchange or Managers, shall remain in full force and effect notwithstanding the over-the-counter market termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 11, 12 and 14 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate its own obligations under the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Units in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such 47 termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 11, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (c) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent Managers, the MarkWest Parties or the Company, Custodian, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Units by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in Partnership and/or the event of termination of this Agreement Custodian prior to the sale Time of Delivery relating to such Units, if at any time prior to such delivery and payment (i) trading in the Partnership's Common Units shall have been suspended by the Commission or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the applicable Manager, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto).
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Termination. (a) The Agent may terminate this Agreement, MarkWest Parties shall have the right, by giving written notice to the Company, as hereinafter specified at any time (1) if there has been, since specified, to terminate the time of execution provisions of this Agreement or since relating to the date as solicitation of which information is given offers to purchase the Units in their sole discretion at any time. Any such termination shall be without liability of any party to any other party; provided, t...hat (i) if Units have been sold through the Prospectus, Managers for the Partnership, then Section 4(u) shall remain in full force and effect, (ii) with respect to any Material Adverse Effect, or any development that would reasonably be expected to result in a Material Adverse Effect has occurred, which in pending sale, through the reasonable judgment Managers for the Partnership, the obligations of the Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares, (2) if there has occurred any material adverse change MarkWest Parties, including in the financial markets in the United States or the international financial markets, any outbreak respect 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 compensation of the Agent, impracticable or inadvisable Managers, shall remain in full force and effect notwithstanding the termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 11, 12 and 14 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Selling Unitholder shall have the right, by giving written notice as hereinafter specified, to market terminate the Placement Shares or provisions of this Agreement relating to enforce contracts the solicitation of offers to purchase the Secondary Units in its sole discretion at any time. Any such termination shall be without liability of any party to any other party; provided, that (i) if Secondary Units have been sold through the Managers for the sale Selling Unitholder, then Section 4(u) shall remain in full force and effect, (ii) with respect to any pending sale, through the Managers for the Selling Unitholder (or the Custodian), the obligations of the Placement Shares, (3) if trading Selling Unitholder, including in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension respect of trading of any securities compensation of the Company on any exchange or Managers, shall remain in full force and effect notwithstanding the over-the-counter market termination and (iii) the provisions of Sections 2, 5, 7, 9, 10, 11, 12 and 14 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) Each Manager shall have occurred and be continuing, (5) if a major disruption the right, by giving written notice as hereinafter specified, to terminate its own obligations under the provisions of securities settlements or clearance services this Agreement relating to the solicitation of offers to purchase the Units in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification), Section 11 (Survival Sections 2, 5, 7, 9, 10, 11, 12 and 14 of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of Jury Trial) hereof this Agreement shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section 12(a), the Agent shall provide the required written notice as specified in Section 13 (Notices). (b) The Company shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent shall have the right, by giving ten (10) days written notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. 22 (d) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 8(a), (b) or (d) (c) above or otherwise by mutual agreement of the parties; provided, however, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 Sections 2, 5, 7 and Section 18 9 shall remain in full force and effect. (f) (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, provided that such termination shall not be effective until the 47 close of business on the date of receipt of such notice by the Agent Managers, the MarkWest Parties or the Company, Custodian, as the case may be; provided, further, any termination of this Agreement in accordance with the terms of Section 12(b) or (c) shall not be effective until the date that is ten days after the date of such written notice. be. If such termination shall occur prior to the Settlement Date or Time of Delivery for any sale of Placement Shares, the Units, such Placement Shares sale shall settle in accordance with the provisions of Section 3(a)(vii) of this Agreement. (g) Subject (f) In the case of any purchase of Units by any Manager pursuant to a Terms Agreement, the obligations of such Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of such Manager, by notice given to the additional limitations set forth in Section 8 of this Agreement, in Partnership and/or the event of termination of this Agreement Custodian prior to the sale Time of Delivery relating to such Units, if at any time prior to such delivery and payment (i) trading in the Partnership's Common Units shall have been suspended by the Commission or trading in securities generally on the NYSE shall have been suspended or limited or minimum prices shall have been established on such exchange, (ii) a banking moratorium shall have been declared either by Federal or New York State authorities or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national emergency or war, or other calamity or crisis the effect of which on financial markets is such as to make it, in the sole judgment of the applicable Manager, impractical or inadvisable to proceed with the offering or delivery of the Units as contemplated by the Prospectus (exclusive of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred. amendment or supplement thereto).
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