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. View More
Found in SIEBERT FINANCIAL CORP contract

Variations of a "Termination" Clause from Business Contracts

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 Sections 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. 25 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 Sections 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 8, 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 the 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 the Agent elects to terminate its obligations pursuant to this Section 10, 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 11, 8(a) or 8(b) above or otherwise by mutual written agreement of the parties and (B) such date that the Maximum Amount of Shares has been sold in accordance with the terms of this Agreement and any Terms Agreements, in each case except that the provisions of Sections 4 (except that if no Shares have been previously sold hereunder or under any Terms Agreement, only Section 17 4(r)), 9, 13, 14, 16 and Section 18 hereof 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) Any 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. View More
Found in CatchMark Timber Trust, Inc. contract
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 31 (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 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 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 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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Found in HOLLY ENERGY PARTNERS LP contract
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 Units in the Prospectus, its sole discretion at any Material Adverse Effect, or any development that would reasonably be expected to result i...n 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(t) of this Agreement shall 33 remain in full force and effect, (ii) with respect to any pending sale, through any Manager for the Partnership, the obligations of the Partnership, including in respect of compensation of such Manager, 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 15 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 15 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 to occur of (i) termination pursuant to Sections 12(a), (b), (c), 8(a) or (d) 8(b) above or otherwise by mutual agreement of the parties; provided, however, parties and (ii) such date that the aggregate gross sales proceeds of the Units sold pursuant to this Agreement (including, without limitation, one or more Terms Agreements pursuant hereto) equals $1,000,000,000; 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 of this Agreement 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 Managers 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 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 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 Managers, 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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Found in Regency Energy Partners LP contract
Termination. (a) The Agent may terminate this Agreement, (a)Ladenburg shall have the right by written giving notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of to terminate this Agreement or since the date as of which information is given in the Prospectus, if (i) any Material Adverse Effect, Change, or any development that would could reasonably be expected to result in a Material Adverse Effect Change has occurred, which occurred that, in the r...easonable judgment of Ladenburg, may materially impair the Agent, is material and adverse and makes it impractical or inadvisable ability of Ladenburg to market sell the Placement Shares, (2) if there has occurred Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any material adverse change agreement on its part to be performed hereunder; provided, however, in the financial markets in the United States or the international financial markets, case of 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 failure of the Agent, impracticable Company to deliver (or cause another person to deliver) any certification, opinion, or inadvisable letter required under Sections 7(m), 7(n), or 7(o), Ladenburg's right to market terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required; or (iii) any other condition of Ladenburg's obligations hereunder is not fulfilled, or (iv), any suspension or limitation of trading in 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 securities 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 Nasdaq 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. occurred. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), 7(g), Section 10 (Indemnification), 9, Section 11 (Survival of Representations), 10, Section 16 and 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 Ladenburg elects to terminate this Agreement as provided in this Section 12(a), the Agent 11(a), Ladenburg shall provide the required written notice as specified in Section 13 (Notices). (b) The 12. (b)The Company shall have the right, by giving ten (10) days written days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. discretion. Any such termination shall be without liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such termination. (c) The Agent (c)Ladenburg shall have the right, by giving ten (10) days written days' notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. discretion. Any such termination shall be without 29 liability of any party to any other party except that the provisions of Section 8, 7(g), Section 9, Section 10, Section 11, 16 and 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 (d)This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), (c), 11(a), (b) or (d) (c) 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, 7(g), Section 9, Section 10, Section 11, 16 and Section 17 and Section 18 shall remain in full force and effect. (f) Any Upon termination of this Agreement, the Company shall not have any liability to Ladenburg for any discount, commission or other compensation with respect to any Placement Shares not sold by Ladenburg under this Agreement, except with respect to reimbursement of expenses pursuant to Section 7(g). (e)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 Ladenburg 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, Shares sold by Ladenburg, 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. View More
Found in SCYNEXIS INC contract
Termination. (a) The Agent may terminate this Agreement, Company shall have the right, by giving written notice as hereinafter specified, to terminate the provisions of this Agreement relating to the Company, as hereinafter specified solicitation of offers to purchase the Shares in its sole discretion at any time (1) if there has been, since upon five (5) Business Days' prior written notice. Any such termination shall be without liability of any party to any other party except that (i) with respect to any pe...nding sale, through the time Managers for the Company, the obligations of execution the Company, including in respect of compensation of the Managers, shall remain in full force and effect notwithstanding the termination and (ii) the provisions of Sections 5, 6, 7, 8, 10, 11, 12, 13, 14, the second sentence of 15, 16, 17, and 18 of this Agreement or since the date as of which information is given shall remain 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 full force 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 notwithstanding 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 termination. 34 (b) The Managers 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 Shares 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 5, 6, 7, 8, 10, 11, 12, 13, 14, the second sentence of Representations), Section 17 (Governing Law; Consent to Jurisdiction) 15, 16, 17, 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 until such date that this Agreement is terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, parties or the gross proceeds from sales of Shares hereunder exceed $5,000,000, provided that any such termination by mutual agreement shall in all cases be deemed to provide that Section Sections 5, 6, 7, 8, Section 10, Section 11, Section 17 12, 13, 14, the second sentence of 15, 16, 17, and Section 18 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, 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, 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 the Shares, such Placement sale of the Shares shall settle in accordance with the provisions of Section 2(b) of this Agreement. (g) Subject (e) In the case of any purchase of Shares by the Managers pursuant to a Terms Agreement, the obligations of the Managers pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the Managers acting together under the Terms Agreement, by prompt oral notice given to the additional limitations set forth Company prior to the Time of Delivery relating to such Shares, if any, and confirmed promptly by facsimile or electronic mail, if since the time of execution of the Terms Agreement and prior to such delivery and payment, (i) trading in Section 8 the Common Stock shall have been suspended by the Commission or the Trading Market or trading in securities generally on the Trading Market 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 Managers, impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Prospectus (exclusive of any amendment or supplement thereto). 35 9. Representation and Covenant of Managers. Each Manager represents as to itself that it is duly registered as a broker-dealer under the rules and regulations of FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which such Manager is exempt from registration or such registration is not otherwise required. Each Manager shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under the rules and regulations of FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the event of termination Shares will be offered and sold, except such states in which it is exempt from registration or such registration is not otherwise required, during the term 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. Agreement. View More
Found in Zedge, Inc. contract
Termination. (a) The Agent may Partnership 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 Material Advers...e 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 Manager for the Partnership, the obligations of the Partnership, 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 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, 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 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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Found in 2 Contracts from Targa Resources Partners LP
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 Units in the Prospectus, its sole discretion at any Material Adverse Effect, or any development that would reasonably be expected to result i...n 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 any Manager for the Partnership, the obligations of the Partnership, including in respect of compensation of such Manager, 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, 14 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 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 the provisions of this Agreement relating to the solicitation of 41 offers to purchase the Units in its sole discretion at any time after the date of this Agreement. Any time. Subject to Section 8(a)(iii), 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, 14 and Section 18 hereof 19 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), 8(a) or (d) 8(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, 9 and Section 18 19 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 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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Found in ATLAS PIPELINE PARTNERS LP contract
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(q) 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 DCP 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 to market Managers, shall remain in full force and effect notwithstanding such termination and (iii) the Placement Shares or to enforce contracts for the sale provisions of the Placement Shares, (3) if trading Sections 5, 7, 9, 10, 11, 12, 13 and 15 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 such Manager's 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 5, 7, 9, 10, 11, 12, 13 and 15 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 until (i) terminated pursuant to Sections 12(a), (b), (c), 8(a) or (d) (b) above or otherwise by mutual agreement of the parties; provided, however, that parties or (ii) Offered Units have been issued and sold with an aggregate sales price of $750 million (or a lesser amount if only fractional Offered Units could be sold without exceeding an aggregate price of $750 million); provided that, with respect to subclause (i), 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 of this Agreement shall remain in full force and effect. (f) 34 (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 the Manager pursuant to such Terms Agreement shall be subject to termination, in the absolute discretion of the 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 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 the NYSE, (ii) 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 and as a result thereof, in the sole judgment of the Manager, it is impractical or inadvisable to proceed with the offering or delivery of the Offered Units as contemplated by the Prospectus (exclusive of any Placement Shares, amendment or supplement thereto), or (iii) there shall have occurred any outbreak or escalation of hostilities, declaration by the Agent United States of a national emergency or war, or other material adverse change in general domestic or international economic, political or financial conditions (or the effect of international conditions on the financial markets in the United States shall be entitled only such), including without limitation, as a result of terrorist activities after the date hereof, as to reimbursement make it, in the sole judgment of its out-of-pocket expenses actually incurred. the 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), (iv) any of the events described in Section 6(c)(viii) shall have occurred, or (v) the Manager shall decline to purchase the Offered Units for any other reason permitted under this Agreement. 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Found in DCP Midstream, LP contract
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 Units in the Prospectus, its sole discretion at any Material Adverse Effect, or any development that would reasonably be expected to result i...n 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(t) of this Agreement shall remain in full force and effect, (ii) with respect to any pending sale, through any Manager for the Partnership, the obligations of the Partnership, including in respect of compensation of such Manager, 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 15 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 15 of this Agreement shall remain in full force and effect with respect to such Manager notwithstanding such termination. 33 (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 to occur of (i) termination pursuant to Sections 12(a), (b), (c), 8(a) or (d) 8(b) above or otherwise by mutual agreement of the parties; provided, however, parties and (ii) such date that the aggregate gross sales proceeds of the Units sold pursuant to this Agreement (including, without limitation, one or more Terms Agreements pursuant hereto) equals $400,000,000; 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 of this Agreement 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 Managers 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 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 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 Managers, 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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Found in Regency Energy Partners LP contract
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 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 ...Units have been sold through the Prospectus, Managers for the Partnership, then Section 4(v) 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 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 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, 13, 14, and 16 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 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, 13, 14, and 16 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 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 35 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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Found in Summit Midstream Partners, LP contract