Common use of Effect of Termination Hereunder Clause in Contracts

Effect of Termination Hereunder. If the members of the Underwriting Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 hereof, such party shall provide notice of such determination to the other party. In such event, the Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to the members of the Underwriting Group and the fees of independent consultants who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offering, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket accountable expense incurred by the Underwriting Group in connection with the proposed offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group, the Underwriting Group will be entitled to keep the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statement, the Company will pay to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the Company. The Company, the members of the Underwriting Group, and the Selling Shareholders shall not have any liabilities to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it as specified in Sections 5.07 and 9.04 hereof; and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, joint or several, under Section 6 hereof.

Effect of Termination Hereunder. If the members of the Underwriting Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 9.1 or 10.3 hereof, such party shall provide notice of such determination termination to the other party. In such event, the Company shall reimburse the Representative on an accountable basis for all reasonable and customary expenses incurred by the Representative in connection with the proposed Public Offering as herein provided up to and including the date of termination. The Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to for the members of the Underwriting Group Representative and the fees of independent consultants and investigators who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offeringPublic Offering, confirmation and other document preparation costs, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket documented third party expenses (collectively "accountable expense expenses") incurred by the Underwriting Group in connection with the proposed offeringPublic Offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 5.7 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more less than the amount of the nonaccountable expense payments the Company has made to the Underwriting GroupRepresentative as provided in Section 3.3 hereof, the Underwriting Group will be entitled refund the balance of such payments, net of the Representative's accountable expenses, to keep the Company within ten (10) days after the delivery of such statement by the Representative to the Company. If the amount of the accountable expenses is more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statementto the Representative, the balance shall be promptly paid by the Company will to the Representative. If the Company fails to pay the amount of accountable expenses owed to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the Company. The Company, the or members of the Underwriting Group, their successors or assigns, the Company shall be liable to the Representative for attorneys' fees and costs incurred in the Selling Shareholders collection of such amounts in addition to its liability for the unpaid amount of such accountable expenses. The members of the Underwriting Group shall not have any liabilities liability to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided required to be paid by it as specified in Sections 5.07 Section 5.7 hereof and 9.04 hereof; this Section 9.4, and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, joint or several, under Section 6 hereof.

Effect of Termination Hereunder. If the members of the Underwriting ------------------------------- Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 9.1 or 10.3 hereof, such party shall provide notice of such determination termination to the other party. In such event, the Company shall reimburse the Representative on an accountable basis for all reasonable and customary expenses incurred by the Representative in connection with the proposed Public Offering as herein provided up to and including the date of termination subject to a maximum limit of $50,000. The Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to for the members of the Underwriting Group Representative and the fees of independent consultants and investigators who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offeringPublic Offering, confirmation and other document preparation costs, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket accountable expense incurred by the Underwriting Group in connection with the proposed offeringPublic Offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 5.7 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more less than the amount of the nonaccountable expense payments the Company has made to the Underwriting GroupRepresentative as provided in Section 3.3 hereof, the Underwriting Group will be entitled refund the balance of such payments net of the Representative's actual accountable out-of-pocket expenses, to keep the Company within ten (10) days after the delivery of such statement by the Representative to the Company. If the amount of the actual accountable out-of-pocket expenses are more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statementto the Representative, the balance shall be promptly paid by the Company will pay to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the CompanyRepresentative. The Company, the members of the Underwriting Group, and the Selling Shareholders Group shall not have any liabilities to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it as specified in Sections 5.07 Section 5.7 hereof and 9.04 hereof; this Section 9.4, and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, ,joint or several, under Section 6 hereof.

Effect of Termination Hereunder. If the members of the Underwriting Under- writing Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 hereof, such party shall provide notice of such determination termination to the other party. In such event, the Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to the members of the Underwriting Group and the fees of independent consultants who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offering, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket accountable expense incurred by the Underwriting Group in connection with the proposed offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Underwri- ting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group, the Underwriting Group will be entitled to keep the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statement, the Company will pay to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the Company. The Company, Company and the members of the Underwriting Group, and the Selling Shareholders Group shall not have any liabilities to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it as specified in Sections 5.07 and 9.04 hereof; and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, joint or several, under Section 6 hereof.. SECTION 10 ---------- Representations and Warranties of --------------------------------- the Members of the Underwriting Group ------------------------------------- The members of the Underwriting Group represent and warrant to and agree with the Company that:

Effect of Termination Hereunder. If the members of the Underwriting ------------------------------- Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 9.1 or 10.3 hereof, such party shall provide notice of such determination termination to the other party. In such event, the Company shall reimburse the Representative on an accountable basis for all reasonable and customary expenses incurred by the Representative in connection with the proposed Public Offering as herein provided up to and including the date of termination subject to a maximum limit of $50,000. The Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to for the members of the Underwriting Group Representative and the fees of independent consultants and investigators who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offeringPublic Offering, confirmation and other document preparation costs, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket accountable expense incurred by the Underwriting Group in connection with the proposed offeringPublic Offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 5.7 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more less than the amount of the nonaccountable expense payments the Company has made to the Underwriting GroupRepresentative as provided in Section 3.3 hereof, the Underwriting Group will be entitled refund the balance of such payments net of the Representative's actual accountable out-of-pocket expenses, to keep the Company within ten (10) days after the delivery of such statement by the Representative to the Company. If the amount of the actual accountable out-of-pocket expenses are more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statementto the Representative, the balance shall be promptly paid by the Company will pay to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the CompanyRepresentative. The Company, the members of the Underwriting Group, and the Selling Shareholders Group shall not have any liabilities to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided required to be paid by it as specified in Sections 5.07 Section 5.7 hereof and 9.04 hereof; this Section 9.4, and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, ,joint or several, under Section 6 hereof.

Effect of Termination Hereunder. If the members of the Underwriting Group decide to terminate this Agreement pursuant to this Section 9 or the Company decides to terminate this Agreement pursuant to Section 10 hereof, such party shall provide notice of such determination termination to the other party. In such event, the Representative shall provide the Company with a statement of the Underwriting Group's actual accountable out of pocket expenses, which shall include but are not limited to, fees of legal counsel to the members of the Underwriting Group and the fees of independent consultants who are not directly or indirectly affiliated or associated with a member of the NASD and who are retained by the Underwriting Group to provide a service in connection with the due diligence investigation of the proposed offering, entertainment expenses, travel expenses, postage expenses, advertising costs, duplication expenses, long distance telephone expenses, and any other actual out of pocket accountable expense incurred by the Underwriting Group in connection with the proposed offering. The Representative shall not be required to include in such accountable expenses any of the expenses to be paid by the Company under Section 5.07 hereof, and, if the Underwriting Group has paid any of such expenses on behalf of the Company, the Company shall separately reimburse the Underwriting Group for such advances immediately upon receipt of a statement therefor from the Representative. If such actual accountable out of pocket expenses are more than the amount of the nonaccountable expense payments the Company has made to the Underwriting Group, the Underwriting Group will be entitled to keep the amount of the nonaccountable expense payments the Company has made to the Underwriting Group and, within 10 days after receipt by the Company of such statement, the Company will pay to the Representative the excess expenses the Underwriting Group has incurred, but if the actual accountable out of pocket expenses are less than the amount of nonaccountable expense payments the Underwriting Group has received from the Company, the Underwriting Group will return the difference to the Company. The Company, Company and the members of the Underwriting Group, and the Selling Shareholders Group shall not have any liabilities to each other if the Company or the members of the Underwriting Group decide not to proceed with the proposed offering for any reason set forth in this Section 9 or in Section 10 hereof, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it as specified in Sections 5.07 and 9.04 hereof; and the Company, and the members of the Underwriting Group shall be obligated to pay, respectively, all losses, claims, damages or liabilities, joint or several, under Section 6 hereof.. SECTION 10 ---------- REPRESENTATIONS AND WARRANTIES OF --------------------------------- THE MEMBERS OF THE UNDERWRITING GROUP ------------------------------------- The members of the Underwriting Group represent and warrant to and agree with the Company that: