Termination Contract Clauses (20,323)

Grouped Into 396 Collections of Similar Clauses From Business Contracts

This page contains Termination clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination. (a) If the Participant's service on the Board terminates for any reason other than the reason specified in Section 3(b) below, any unvested Restricted Units held by the Participant on the date of such termination shall vest immediately and be delivered to the Participant (or the Participant's estate) promptly after the date of such termination. (b) The Participant shall immediately forfeit any unvested Restricted Units awarded under this Award Agreement if the Participant's service as a Director... is terminated for Cause. "Cause" shall mean the Participant's (i) continuing willful failure to perform the Participant's duties as a Director (other than as a result of the Participant's total or partial incapacity due to physical or mental illness), (ii) gross negligence or malfeasance in the performance of the Participant's duties, (iii) a finding by a court or other governmental body with proper jurisdiction that an act or acts by the Participant constitutes (A) a felony under the laws of the United States or any state thereof, or (B) a violation of federal or state securities law, by reason of which finding the Board determines in good faith that the continued service of the Participant would be seriously detrimental to AB and its business, (iv) in the absence of such a finding by a court or other governmental body with proper jurisdiction, such a determination in good faith by the Board by reason of such act or acts constituting such a felony, serious crime or violation, or (v) any breach by the Participant of any obligation of confidentiality. View More
Termination. (a) If Unless the Board determines otherwise, the provisions of this Section 4 shall apply on termination of the Participant's service on the Board terminates Board. (a) The Option may be exercised by the Participant and the Restricted Units may be distributed to the Participant only while the Participant serves on the Board; provided, however, that upon termination of the Participant's service by reason of the Participant's voluntary mid-term resignation, declining to stand for any reason other... than re-election (whether as a result of the reason general partner's mandatory retirement program or otherwise), becoming an employee of the Partnership or a subsidiary thereof, or because the Participant incurs a Disability, the outstanding portion of the Option held by the Participant on the date of such termination shall continue to become exercisable as specified in Section 3(b) below, any unvested 3 of Schedule B and shall expire on the earlier of the Expiration Date and the date that is [insert applicable post-termination expiration date], and the outstanding Restricted Units held by the Participant on the date of such termination shall vest immediately and be delivered distributed to the Participant (or the Participant's estate) promptly after the date of such termination. In the event of the death of the Participant (whether before or after termination of service), the outstanding portion of the Option held by the Participant (and not previously canceled or expired) on the date of death shall be fully exercisable by the Participant's legal representative within [insert applicable post-death expiration date] (without regard to Section 3 of Schedule B, but not later than the Expiration Date), and the outstanding Restricted Units held by the Participant on the date of death shall be distributed to the Participant's beneficiary (or the Participant's estate, if the Participant has not designated a beneficiary) promptly after such date. "Disability" means the Participant's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by the Partnership or its affiliate that covers the Participant, if any, or such other person or entity designated by the Partnership in its sole discretion. In order to assist in the process described in this paragraph, the Participant shall, as reasonably re­quested by the Partnership or its designee, (i) be available for medical examinations by one or more physicians chosen by the long-term disability insurance provider or the Partnership and approved by the Participant, whose approval shall not unreasonably be withheld, and (ii) grant the long-term disability insurance provider, the Partnership and any such physicians access to all relevant medical information concerning the Participant, arrange to furnish copies of medical records to them, and use best efforts to cause the Participant's own physicians to be available to discuss the Participant's health with them. (b) The Participant shall immediately forfeit any the vested and unvested portions of both the Option and the Restricted Units awarded under this Award Agreement if the Participant's service as a Director is terminated for Cause. "Cause" shall mean the Participant's (i) (1) continuing willful failure to perform the Participant's his duties as a Director (other than as a result of the Participant's his total or partial incapacity due to physical or mental illness), (ii) (2) gross negligence or malfeasance malfea­sance in the performance of the Participant's his or her duties, (iii) (3) a finding by a court or other governmental body with proper jurisdiction that an act or acts by the Participant constitutes (A) a felony under the laws of the United States or any state thereof, or (B) a violation of federal or state securities law, by reason of which finding the Board determines in good faith that the continued service of the Participant would be seriously detrimental to AB the Partnership and its business, (iv) (4) in the absence of such a finding by a court or other governmental body with proper jurisdiction, such a determination in good faith by the Board by reason of such act or acts constituting such a felony, serious crime or violation, or (v) (5) any breach by the Participant of any obligation obliga­tion of confidentiality. confidentiality, non-competition, or non-solicitation to the Partner­ship. View More
Termination. (a) If Unless the Board determines otherwise, the provisions of this Section 4 shall apply on termination of the Participant's service on the Board terminates Board. (a) The Option may be exercised by the Participant and the Restricted Units may be distributed to the Participant only while the Participant serves on the Board; provided, however, that upon termination of the Participant's service by reason of the Participant's voluntary mid-term resignation, declining to stand for any reason other... than re-election (whether as a result of the reason general partner's mandatory retirement program or otherwise), becoming an employee of the Partnership or a subsidiary thereof, or because the Participant incurs a Disability, the outstanding portion of the Option held by the Participant on the date of such termination shall continue to become exercisable as specified in Section 3(b) below, any unvested 3 of Schedule B and shall expire on the earlier of the Expiration Date and the date that is [insert applicable post-termination expiration date], and the outstanding Restricted Units held by the Participant on the date of such termination shall vest immediately and be delivered distributed to the Participant (or the Participant's estate) promptly after the date of such termination. In the event of the death of the Participant (whether before or after termination of service), the outstanding portion of the Option held by the Participant (and not previously canceled or expired) on the date of death shall be fully exercisable by the Participant's legal representative within [insert applicable post-death expiration date] (without regard to Section 3 of Schedule B, but not later than the Expiration Date), and the outstanding Restricted Units held by the Participant on the date of death shall be distributed to the Participant's beneficiary (or the Participant's estate, if the Participant has not designated a beneficiary) promptly after such date. "Disability" means the Participant's inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by the Partnership or its affiliate that covers the Participant, if any, or such other person or entity designated by the Partnership in its sole discretion. In order to assist in the process described in this paragraph, the Participant shall, as reasonably re­quested by the Partnership or its designee, (i) be available for medical examinations by one or more physicians chosen by the long-term disability insurance provider or the Partnership and approved by the Participant, whose approval shall not unreasonably be withheld, and (ii) grant the long-term disability insurance provider, the Partnership and any such physicians access to all relevant medical information concerning the Participant, arrange to furnish copies of medical records to them, and use best efforts to cause the Participant's own physicians to be available to discuss the Participant's health with them. (b) The Participant shall immediately forfeit any the vested and unvested portions of both the Option and the Restricted Units awarded under this Award Agreement if the Participant's service as a Director is terminated for Cause. "Cause" shall mean the Participant's (i) (1) continuing willful failure to perform the Participant's his duties as a Director (other than as a result of the Participant's his total or partial incapacity due to physical or mental illness), (ii) (2) gross negligence or malfeasance malfea­sance in the performance of the Participant's his or her duties, (iii) (3) a finding by a court or other governmental body with proper jurisdiction that an act or acts by the Participant constitutes (A) a felony under the laws of the United States or any state thereof, or (B) a violation of federal or state securities law, by reason of which finding the Board determines in good faith that the continued service of the Participant would be seriously detrimental to AB the Partnership and its business, (iv) (4) in the absence of such a finding by a court or other governmental body with proper jurisdiction, such a determination in good faith by the Board by reason of such act or acts constituting such a felony, serious crime or violation, or (v) (5) any breach by the Participant of any obligation obliga­tion of confidentiality. confidentiality, non-competition, or non-solicitation to the Partner­ship. View More
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Termination. 9.1 Right to Terminate. The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date: (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the NYSE American, the Nasdaq Stock Market or the OTC Bulletin Board (or successor trading mark...et) shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a war or an initiation or increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such material adverse change in general market conditions, including, without limitation, as a result of terrorist activities after the date hereof, as in the Representative's judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units or to enforce contracts made by the Underwriters for the sale of the Units. 9.2 Expenses. In the event this Agreement shall not be carried out for any reason whatsoever except as a result of the Representative's or any Underwriters' breach or default with respect to any of its material obligations pursuant to this Agreement, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company to pay the out-of-pocket expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.8 hereof. 9.3 Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall not be in any way effected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. View More
Termination. 9.1 Right to Terminate. 7.1 Termination Right. The Representative Representatives shall have the right to terminate this Agreement at any time prior to any Closing Date: Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in the Representative's your opinion will in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange, the NYSE American, Exchange or the Nasdaq Sto...ck Market or the OTC Bulletin Board (or successor trading market) LLC shall have been suspended, suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for securities shall have been required on the OTC Bulletin Board by FINRA or by order of the Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war or an initiation or increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities markets; or (vi) if the Representative Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares; or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if the Representatives shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material adverse change in general market conditions, including, without limitation, as a result of terrorist activities after the date hereof, conditions as in the Representative's Representatives' judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Units Public Securities or to enforce contracts made by the Underwriters for the sale of the Units. 9.2 Public Securities. 7.2 Expenses. In Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for any reason whatsoever except as a result of the Representative's or any Underwriters' breach or default with respect to any of its material obligations pursuant to this Agreement, whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the obligations of the Company shall be obligated to pay to the Representatives their actual and accountable out-of-pocket expenses actually incurred by the Representative related to the transactions contemplated herein shall be governed by Section 3.8 hereof. 9.3 Indemnification. Notwithstanding any contrary provision contained then due and payable ([$50,000] of which has been paid prior to the date hereof) up to $180,000; provided, however, that such expense cap in this Agreement, any election hereunder no way limits or any termination impairs the indemnification and contribution provisions of this Agreement, and whether or Agreement. Notwithstanding the foregoing, any advance received by the Representatives will be reimbursed to the Company to the extent not this Agreement is otherwise carried out, the provisions of Section 5 shall not be actually incurred in any way effected by such election or termination or failure to carry out the terms of this Agreement or any part hereof. compliance with FINRA Rule 5110(g)(4)(A). View More
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Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Section 6(i), Section 6(j) or Section 6(k) hereof shall have occurred or if the Underwriters shall decline to purchase such Securities for any reason permitted under this Agreement. In such case, the Company shall have no liability hereunder except as provided b...y Section 5, Section 7 and Section 10 hereof. View More
Termination. The obligations of the Underwriters hereunder may be terminated by the Underwriters by notice given to and received by the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Section 6(i), 6(j), Section 6(j) 6(k) or Section 6(k) hereof 6(l) shall have occurred or if the Underwriters shall decline to purchase such Securities for any reason permitted under this Agreement. In such case, the Company shall have no liability hereunder exce...pt as provided by Section 5, Section 7 and Section 10 hereof. View More
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Termination. This Voting Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Stockholder, Purchaser or the Company from any liability resulting from a breach of this Voting Agreement occurring prior to such termination.
Termination. This Voting Agreement shall terminate on the earlier of (i) the mutual written consent of Purchaser, the Company and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed at or prior to the Closing), or (iii) the termination of the Merger Agreement. No such termination shall relieve any Stockholder, Purchaser or the Company from any liability resulting from a breach of this Voting Agreement occurring prior to such termin...ation. View More
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Termination. (a) In the event of a Termination of Service by the Company other than for Cause, death or Disability (each as defined in the Employment Agreement) and pursuant to Section 5(d) of the Employment Agreement within two (2) months preceding the date of a Change in Control, to the extent that the Performance Goal shall be deemed satisfied at the Target of such Performance Goal upon the effective time of the Change in Control pursuant to Section 3, the Option shall vest immediately as of the effective... time of the Change in Control (and for the avoidance of doubt, in the event of such a Termination of Service within two (2) months prior to a Change in Control, the Option that has not satisfied the Performance Goal as of such Termination of Service will remain eligible to vest at the Target of such Performance Goal upon the occurrence of a Change in Control within two (2) months after such Termination of Service and will thereafter be forfeited to the extent not vested). Unless otherwise determined by the Committee, the vesting set forth in this Section 4(a) shall be subject to the Optionee's execution (and non-revocation) of a general release of claims in substantially the form attached to the Employment Agreement within the time limits prescribed therein. The "Employment Agreement" means the Employment Agreement, dated as of March 1, 2021, between the Company and the Optionee, as amended from time to time. (b) In the event of the Optionee's Termination of Service other than as set forth in Section 4(a), all then-unvested Option will immediately and automatically be cancelled and forfeited without consideration therefor, except as otherwise determined by the Committee. (c) The Committee (or its designee) shall make a final assessment reasonably promptly following the last day of the Performance Period as to whether the Option satisfied the applicable vesting conditions as of the last day of the Performance Period. Any Option Shares that have not become vested on or prior to the last day of the Performance Period will immediately and automatically be cancelled and forfeited without consideration therefor. View More
Termination. (a) In the event of a Termination of Service by the Company other than for Cause, death or Disability (each as defined in the Employment Agreement) and pursuant to Section 5(d) of the Employment Agreement within two (2) [two (2)] months preceding the date of a Change in Control, to the extent that the VWAP Performance Goal shall be deemed satisfied at the Target of such Performance Goal upon the effective time of the Change in Control pursuant to Section 3, the Option shall vest immediately as o...f the effective time of the Change in Control (and for the avoidance of doubt, in the event of such a Termination of Service within two (2) [two (2)] months prior to a Change in Control, the Option that has have not satisfied the VWAP Performance Goal as of such Termination of Service will remain eligible to vest at the Target of such Performance Goal upon the occurrence of a Change in Control within two (2) [two (2)] months after such Termination of Service and will thereafter be forfeited to the extent not vested). Unless otherwise determined by the Committee, the vesting set forth in this Section 4(a) shall be subject to the Optionee's execution (and non-revocation) of a general release of claims in substantially the form attached to the Employment Agreement within the time limits prescribed therein. The "Employment Agreement" means the Employment Agreement, dated as of March 1, 2021, between the Company and the Optionee, as amended from time to time. (b) In the event of the Optionee's Termination of Service other than as set forth in Section 4(a), all then-unvested Option will immediately and automatically be cancelled and forfeited without consideration therefor, except as otherwise determined by the Committee. (c) The Committee (or its designee) shall make a final assessment reasonably promptly following the last day of the Performance Period as to whether the Option satisfied the applicable vesting conditions as of the last day of the Performance Period. Any Option Shares that have not become vested on or prior to the last day of the Performance Period will immediately and automatically be cancelled and forfeited without consideration therefor. View More
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Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that with respect to any pending sale through the Agent or the Forward Seller for the Company, the obligations of the Company, including in respect of compensation of the Agent or the Forward Seller, shall remain in full force and effect notwithstanding such t...ermination and the provisions of Sections 4, 6, 7, 8, 9, 10, 11, 13, 15 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Agent or the Forward Seller shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in 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 Sections 1, 4, 6 and 13 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) This Agreement shall remain in full force and effect unless terminated pursuant to Section 7(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Sections 1, 4, 6 and 13 of this Agreement shall remain in full force and effect. (d) Any termination of this Agreement shall be effective on the date specified in such notice of 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, the Forward Purchaser, the Forward Seller or the Company, as the case may be. If such termination shall occur prior to the Delivery Date for any sale of Stock, such sale shall settle in accordance with the provisions of Section 2(i) hereof. (e) Each of the Company, the Operating Partnership, the Agent, Forward Purchaser and Forward Seller acknowledges the termination of the prior sales agreement, dated November 13, 2018, as amended (the "Prior Sales Agreement"), by and among the Company, the Operating Partnership, Barclays Bank PLC and Barclays Capital Inc. pursuant to Section 7(a) of the Prior Sales Agreement (provided that the provisions listed in Section 7(a) shall remain in effect) and hereby waive the notice requirements pursuant to Section 7(a) of the Prior Sales Agreement. 37 8. Research Analyst Independence. The Company acknowledges that the research analysts and research departments of the Agent, the Forward Purchaser and Forward Seller are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that the research analysts of the Agent, the Forward Purchaser and Forward Seller may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of investment banking divisions of the Agent, the Forward Purchaser or Forward Seller. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Agent, the Forward Purchaser and Forward Seller with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by the investment banking divisions of the Agent, the Forward Purchaser and Forward Seller. The Company acknowledges that the Agent, the Forward Purchaser and Forward Seller are each a full service securities firm and as such from time to time, are subject to applicable securities laws, and each may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
Termination. (a) The Company shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in its sole discretion at any time. Any such termination shall be without liability of any party to any other party except that with respect to any pending sale through the any Agent or the Forward Seller for the Company, the obligations of the Company, including in respect of compensation of the Agent or the Forward Seller, Agents, shall remain in full force and effect notwithsta...nding such termination and the provisions of Sections 1, 4, 6, 7, 8, 9, 10, 11, 13, 12, 14 and 15 and 16 of this Agreement shall remain in full force and effect notwithstanding such termination. (b) The Agent or the (a) Each Agent, Forward Purchaser and Forward Seller shall have the right, by giving written notice as hereinafter specified, to terminate this Agreement in 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 Sections Section 1, Section 4, 6 Section 6, and 13 Section 12 of this Agreement shall remain in full force and effect notwithstanding such termination. (c) For the avoidance of doubt, in the event of any such termination by an Agent, Forward Purchaser or Forward Seller, this Agreement will continue to remain in full force and effect with respect to the other Agents, Forward Purchasers or Forward Sellers, as the case may be. (b) This Agreement shall remain in full force and effect unless terminated pursuant to Section 7(a) or (b) above or otherwise by mutual agreement of the parties; provided that any such termination by mutual agreement or pursuant to this clause (c) shall in all cases be deemed to provide that Sections Section 1, Section 4, 6 Section 6, and 13 Section 7 of this Agreement shall remain in full force and effect. (d) (c) Any termination of this Agreement shall be effective on the date specified in such notice of 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, the Forward Purchaser, the Forward Seller Agents or the Company, as the case may be. If such termination shall occur prior to the Delivery Date for any sale of Stock, Shares, such sale shall settle in accordance with the provisions of Section 2(i) 2(h) hereof. (e) Each of the Company, the Operating Partnership, the Agent, Forward Purchaser and Forward Seller acknowledges the termination of the prior sales agreement, dated November 13, 2018, as amended (the "Prior Sales Agreement"), by and among the Company, the Operating Partnership, Barclays Bank PLC and Barclays Capital Inc. pursuant to Section 7(a) of the Prior Sales Agreement (provided that the provisions listed in Section 7(a) shall remain in effect) and hereby waive the notice requirements pursuant to Section 7(a) of the Prior Sales Agreement. 37 34 8. Research Analyst Independence. The Company acknowledges that the research analysts and research departments of the Agent, Agents, the Forward Purchaser Purchasers and the Forward Seller Sellers are required to be independent from their respective investment banking divisions and are subject to certain regulations and internal policies, and that the research analysts of the Agent, Agents, the Forward Purchaser Purchasers and the Forward Seller Sellers may hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering that differ from the views of the investment banking divisions of the Agent, Agents, the Forward Purchaser or Purchasers and the Forward Seller. Sellers. The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Agent, Agents, the Forward Purchaser Purchasers and the Forward Seller Sellers with respect to any conflict of interest that may arise from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent with the views or advice communicated to the Company by the investment banking divisions of the Agent, Agents, Forward Purchasers and the Forward Purchaser and Forward Seller. Sellers. The Company acknowledges that the Agent, the Agents, Forward Purchaser Purchasers and Forward Seller Sellers are each a full service securities firm and as such from time to time, are subject to applicable securities laws, and each may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement. View More
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