Default by the Company. If the Company shall fail at Closing Time or at the Date of Delivery to sell the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party; provided, however, that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.
Default by the Company. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any Underwriter or, except as provided in Section 4(a)(vii) and Section 6 hereof, any non-defaulting party.
Default by the Company. If the Company shall fail at the Closing Date or at any Option Closing Date, as applicable, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate (or, if such default shall occur with respect to any Option Securities to be purchased on an Option Closing Date, the Underwriters may at the Representative's option, by notice from the Representative to the Company, terminate the Underwriters' obligation to purchase Option Securities from the Company on such date) without any liability on the part of any non-defaulting party other than pursuant to Section 5, Section 7 and Section 10 hereof. No action taken pursuant to this Section 12 shall relieve the Company from liability, if any, in respect of such default.
Default by the Company. If the Company shall fail at any Settlement Date to sell and deliver the number of Shares which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of the Agent or, except as provided in Section 3(g) hereof, any non-defaulting party. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default, and the Company shall (A) hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default.
Default by the Company. If the Company shall fail at the First Closing Date to sell and deliver the number of Securities which it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any nondefaulting party. No action taken pursuant to this Section shall relieve the Company from liability, if any, in respect of such default.
Default by the Company. If the Company shall fail at the First Delivery Date to sell and deliver the number of Securities that it is obligated to sell hereunder, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section 11 shall relieve the Company from liability, if any, in respect of such default.
Default by the Company. If the Company shall fail at the Closing Date or at any Additional Closing Date, as the case may be, to sell and deliver the number of Securities which it is obligated to sell hereunder on such date, then this Agreement shall terminate without any liability on the part of the Underwriter and the Company shall remain liable for damages in respect of such default.
Default by the Company. The occurrence of one or more of the following events shall constitute an “event of default”, namely:
(a) if the Company fails to make payment of the Indebtedness or any part thereof as and when the same comes due and payable;
(b) if any representation or warranty contained herein or otherwise made in writing to the Lender in connection with any of the transactions contemplated by this Agreement is found to be false or misleading or incorrect in any material respect on the date which it was made;
(c) if the Company defaults in the performance of or compliance with any term, covenant or agreement contained in this Agreement or in any of the Securities and the default is not remedied within twenty (20) days after notice thereof has been given to the Company;
(d) the entry of a decree or order for relief by a court having jurisdiction in respect of the Company in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar laws;
(e) the commencement by the Company of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar laws;
(f) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any material part of the Company’s property;
(g) the consent by the Company to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or for any material part of the Company’s property;
(h) the issuance of an order for the winding up or liquidation of the affairs of the Company and the continuance of such decree, order or appointment unstayed and in effect for a period of sixty (60) consecutive days;
(i) the making by the Company of an assignment for the benefit of its creditors;
(j) the institution by or against the Company of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding-up of the affairs of the Company;
(k) the threat by the Company of ceasing to carry on business or the Company ceasing to carry on business;
(l) the entry of a decree or order or an effective resolution passed for winding-up the Company;
(m) the entry by the Company into any reconstruction, reorganization, amalgamation, merger or other similar arrangement with any...
Default by the Company. If the Trust shall fail at the Closing Date to sell and deliver the number of Capital Securities which it is obligated to sell hereunder or the Company fails to deliver the number of Junior Subordinated Debentures required to be delivered pursuant to the Trust Agreement, then this Agreement shall terminate without any liability on the part of any non-defaulting party. No action taken pursuant to this Section shall relieve the Trust or the Company so defaulting from liability, if any, in respect of such default.
Default by the Company. If (i) any of the representations and warranties made by the Company in this Agreement (as updated by the Company's Representation Certificate) are inaccurate or incorrect in any material respect on the date made or deemed made, or (ii) if the Company fails to perform its covenants, obligations or agreements under this Agreement and such failure is not cured on or before the earlier of ten (10) days after written notice by Owner to Company or the Closing Date, or (iii) the purchaser under the Other Contract (the "OTHER PURCHASER") fails to perform its covenants, obligations or agreements under the Other Contract and the seller under the Other Contract (the `OTHER SELLER") terminates the Other Contract as a result of such failure, then in any of such events, Owner's sole and exclusive remedy shall be the right to cancel and terminate this Agreement and receive and retain the Deposit (provided, however, that if the Company is then obligated to post the Additional Deposit but has not done so, then Owner shall have a right to receive the Initial Deposit and shall have a post termination damage claim against the Company for the Additional Deposit and all expenses incurred by owner in collecting same, including reasonable attorneys' fees). Upon such termination, each party shall be released from all duties or obligations contained herein except as may otherwise be expressly set forth in this Agreement as surviving a termination of this Agreement, and the Title Company shall immediately pay the Deposit to Owner as liquidated damages as the sole and exclusive remedy of Owner, it being understood and agreed that Owner is hereby releasing and/or waiving any right it might have to either specifically enforce this Agreement or to xxx for damages (other than to collect the Additional Deposit, as aforesaid, if the same had not been delivered to the Title Company when due). Owner has agreed to this liquidated damage provision because of the difficulty of ascertaining Owner's actual damages given the uncertainties of the real estate market, fluctuating property values and differences of opinion with respect to such matters.
