Common use of Effective Date of Agreement and Termination Clause in Contracts

Effective Date of Agreement and Termination. (a) This agreement shall become effective when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) This agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) any outbreak of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make the offering or delivery of the Units impracticable, (ii) suspension of quotation of securities on the NASD Over the Counter Bulletin Board, (iii) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business or the operations of the Company, (iv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, (v) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States, or (vi) any of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10, the Company shall then be under no liability hereunder the Underwriter. (d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification upon the execution and delivery of the effectiveness of the Registration Statement has been released this Agreement by the Commissionparties hereto. (b) This agreement Agreement may be terminated at any time on or prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) subsequent to the date of the Offering Memorandum or of this Agreement, any Material Adverse Change which, in the judgment of the Initial Purchaser, materially impairs the investment quality of the Series B Notes; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic material adverse change in the economic conditions financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis or change on the financial markets of the United States emergency would, in your reasonable judgmentthe judgment of the Initial Purchaser, make it impracticable or inadvisable to market the offering Series B Notes or delivery to enforce contracts for the sale of the Units impracticable, Series B Notes; (iiiii) any suspension or limitation of quotation of trading generally in securities on the NASD Over New York Stock Exchange, the Counter Bulletin Board, (iii) American Stock Exchange or in the enactment, publication, decree over-the-counter markets or other promulgation any setting of any federal minimum prices for trading on such exchange or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business or the operations of the Company, markets; (iv) the any declaration of a general banking moratorium by either federal or Commonwealth of Massachusetts New York authorities, ; (v) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which that, in your reasonable opinion the judgment of the Initial Purchaser, has a material adverse effect on the securities financial markets in the United StatesStates and would, in the judgment of the Initial Purchaser, make it impracticable or inadvisable to market the Series B Notes or to enforce contracts for the sale of the Series B Notes; or (vi) the enactment, publication, decree, or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in your judgment, materially and adversely affect, or will materially and adversely affect, the business or operations of the conditions in Section 2 shall not have been fulfilled when Company and as required by this agreement to be fulfilledthe Guarantors. (c) If this agreement shall not become effective pursuant to The indemnities and contribution provisions and other agreements, representations and warranties of the provisions Company and the Guarantors, their respective officers and directors and of this Section 11 the Initial Purchaser set forth in or shall be terminated made pursuant to this Section 11 Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Series B Notes, regardless of (i) any investigation, or Section 10statement as to the results thereof, made by or on behalf of the Initial Purchaser or by or on behalf of the Company and the Guarantors, the officers or directors of the Company shall then be under no liability and the Guarantors or any controlling person of the Company and the Guarantors, (ii) acceptance of the Series B Notes and payment for them hereunder the Underwriterand (iii) termination of this Agreement. (d) If this Agreement shall be terminated by the Initial Purchaser pursuant to clause (i) of paragraph (b) of this Section 9 or because of the failure or refusal on the part of the Company or any Guarantors to comply with the terms or to fulfill any of the conditions of this Agreement, the Company and each of the Guarantors agree to reimburse you for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company and each of the Guarantors shall be liable for all expenses which it has agreed to pay pursuant to Section 4(f) hereof. (e) Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the Company, the Guarantors, the Initial Purchaser, any Indemnified Person referred to herein and their respective successors and assigns, all as and to the extent provided in this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The Company terms "successors and assigns" shall not in such event be liable to the Underwriter for damages on account include a purchaser of loss of anticipated profits or revenues arising out any of the transactions contemplated by this agreementNotes from the Initial Purchaser merely because of such purchase.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification upon the execution and delivery of the effectiveness of the Registration Statement has been released this Agreement by the Commission. (b) parties hereto. This agreement Agreement may be terminated at any time on or prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) subsequent to the date of this Agreement, any Material Adverse Change occurs which, in the judgment of any Initial Purchaser, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic material adverse change in the economic conditions financial markets of the United States or elsewhere, or any other substantial national or international calamity or emergency if the effect of such outbreak, escalation, calamity, crisis or change emergency would, in the judgment of any Initial Purchaser, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) any suspension or limitation of trading generally in securities on the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market or in the over-the-counter markets or any setting of minimum prices for trading on such exchanges or markets, (iv) any declaration of a general banking moratorium by Federal, New York or Kentucky authorities, (v) the taking of any action by any Federal, state or local government or agency in respect of its monetary or fiscal affairs that in your judgment has a material adverse effect on the financial markets of in the United States States, and would, in your reasonable judgment, make it impracticable or inadvisable to market the offering Securities or delivery to enforce contracts for the sale of the Units impracticableSecurities, (ii) suspension of quotation of securities on the NASD Over the Counter Bulletin Board, (iiivi) the enactment, publication, decree decree, or other promulgation of any federal Federal or state statute, regulation, rule or order of any court or other governmental authority which which, in your reasonable opinion judgment, materially and adversely affects or will materially and adversely affect the business or operations of the operations Company or any Subsidiary, or (vii) any securities of the Company or any of the Subsidiaries shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization, PROVIDED, that in the case of such "watch list" placement, termination shall be permitted only if such placement would, in the judgment of any Initial Purchaser, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities or materially impair the investment quality of the Securities. The indemnities and contribution provisions and the other agreements, representations and warranties of the Company, its officers and directors and of the Initial Purchasers set forth in or made pursuant to this Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any of the Initial Purchasers or by or on behalf of the Company, the officers or directors of the Company or any controlling person of the Company, (ivii) acceptance of the declaration Securities and payment for them hereunder and (iii) termination of a banking moratorium this Agreement. If this Agreement shall be terminated by either federal the Initial Purchasers pursuant to clauses (i) or Commonwealth (vii) of Massachusetts authorities, (v) the taking second paragraph of any action by any federal, state this Section 9 or local government because of the failure or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect refusal on the securities markets in part of the United States, Company to comply with the terms or (vi) to fulfill any of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including the fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Section 11 or Section 10Agreement, the Company shall then be under no liability hereunder the Underwriter. (d) The Company shall not in such event be liable for all expenses which it has agreed to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreementpay pursuant to Section 3(i) hereof.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in the condition, financial or otherwise, of the Company, any Principal Subsidiary or the earnings, affairs, or business prospects of the Company or any Principal Subsidiary, whether or not arising in the ordinary course of business, which would, in your reasonable judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic material change in the economic conditions conditions, if the effect of such outbreak, escalation, calamity, crisis or change on the financial markets of the United States or elsewhere would, in your reasonable judgment, make it impracticable to market the offering or delivery of Securities on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion judgment materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the Company, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion judgment has a material adverse effect on the securities financial markets in the United States. If on the Closing Date any one or more of the Underwriters shall fail or refuse to enter into the Purchase Contracts underlying the Initial Securities which it or they are obligated to enter into under this Agreement and the aggregate number of the Initial Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Initial Securities to be purchased by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of Initial Securities set forth opposite its name in Schedule I bears to the aggregate number of Initial Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to enter into Purchase Contracts underlying the full amount thereof; provided that in no event shall the number of Initial Securities which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 9 by an amount in excess of one-ninth of such number of Initial Securities without the written consent of such Underwriter. If on the Closing Date any Underwriter or Section 10Underwriters shall fail or refuse to purchase Initial Securities and the aggregate number of Initial Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Initial Securities to be purchased on such date by all Underwriters in the event of a default by a Underwriter and arrangements satisfactory to you and the Company for purchase of such Initial Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall then have the right to postpone the Closing Date but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification upon the later of (i) execution of this Agreement and (ii) the effectiveness of the Registration Statement has been released by the Commission. (b) Statement. This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition (financial or other) of the Company and the Subsidiaries, taken as a whole, or the business, prospects, properties, net worth or results of operations of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Shares on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or Nasdaq National Market, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany and the Subsidiaries, taken as a whole, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 10 by an amount in excess of one-ninth of such number of Firm Shares or Section 10Additional Shares, as the Company case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall then fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification upon the execution of the effectiveness of the Registration Statement has been released by the Commission. (b) this Agreement. This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the Company, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Shares on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the Nasdaq National Market, or limitation on prices for securities on any such exchange or National Market System, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the Company, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States. If on the Closing Date or on the Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided, that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 9 by an amount in excess of one-ninth of such number of Firm Shares or Section 10Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall then have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in the condition, financial or otherwise, of the Company or any of its subsidiaries or the earnings, affairs, or business prospects of the Company or any of its subsidiaries, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Securities on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the Nasdaq National Market System or limitation on prices for securities on any such exchange or National Market System, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany or any Subsidiary, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts New York State authorities, (v) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States, or (vi) any of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10, the Company shall then be under no liability hereunder the Underwriter. (d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.,

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the Company or any of its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Shares on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the NASDAQ National Market System or limitation on prices for securities on any such exchange or National Market System, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany or any subsidiary, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts New York State authorities, (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States, States or (vivii) any Electronic Data Systems Corporation ("EDS") elects not to consummate the transactions contemplated in that certain Stock Purchase Agreement dated as of the conditions in Section 2 shall not have been fulfilled when December __ 1996, by and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10between EDS, the Company shall then be under no liability hereunder and National Medical Systems, Inc. (the Underwriter. (d"EDS Agreement") The Company shall not because the conditions to EDS' obligations to consummate such transactions as set forth in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out Section 7.1 of the transactions contemplated by this agreement.EDS Agreement have not been satisfied. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in the condition, financial or otherwise, of the Company or any of its subsidiaries or the earnings, affairs, or business prospects of the Company or any of its subsidiaries, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Securities on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Securities on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the Nasdaq National Market System or limitation on prices for securities on any such exchange or National Market System, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany or any Subsidiary, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts New York State authorities, (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United StatesStates or (vii) the suspension or material limitation of trading in the Company's securities on the New York Stock Exchange or limitation on prices for the Company's securities on such exchange. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total principal amount of the Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the principal amount of Securities set forth opposite its name in Schedule I bears to the total principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to purchase the Securities which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 9 by an amount in excess of one-ninth of such principal amount of Securities, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Section 10Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Securities are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall then have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when upon the later of (i) execution of this Agreement and (ii) receipt of notification of the effectiveness of the Registration Statement has been released by WFAL, WFSRC or the Commission. (b) Representative. This agreement Agreement may be terminated at any time prior to the Closing Date by you the Representative by written notice to the Company WFAL and WFSRC if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of WFAL, WFSRC or WFS or the earnings, affairs or business prospects of WFAL, WFSRC or WFS, whether or not arising in the ordinary course of business, which would, in the reasonable judgment of the Representative, make the offering or delivery of any Class of Notes impracticable, (ii) any outbreak of hostilities or other national or international calamity or crisis or drastic material change in the economic conditions conditions, if the effect of such outbreak, calamity, crisis or change on the financial markets of the United States or elsewhere would, in your the reasonable judgmentjudgment of the Representative, make the offering or delivery of the Units any Class of Notes impracticable, (iiiii) suspension of quotation of trading in securities on the NASD Over New York Stock Exchange or the Counter Bulletin BoardAmerican Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on either such Exchange, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your the reasonable opinion of the Representative materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyWFAL or WFSRC, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your the reasonable opinion the Representative has a material adverse effect on the securities financial markets in the United States, or (vi) any of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10, the Company shall then be under no liability hereunder the Underwriter. (d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification upon the execution and delivery of the effectiveness of the Registration Statement has been released this Agreement by the Commission. (b) parties hereto. This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company Sellers if any of the following has occurred: (i) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Shares on the Units impracticableterms and in the manner contemplated in the Prospectus, (ii) the suspension or material limitation of quotation of trading in securities on the NASD Over New York Stock Exchange, the Counter Bulletin BoardAmerican Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company on any exchange or in the over-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany or any of its subsidiaries, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 10 by an amount in excess of one-ninth of such number of Firm Shares or Section 10Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the Company non-defaulting Underwriters shall then be have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of the Units impracticable, (ii) suspension of quotation of securities Shares on the NASD Over terms and in the Counter Bulletin Boardmanner contemplated in the Prospectus, (iii) the enactmentsuspension or material limitation of trading in securities on the NYSE, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business American Stock Exchange or the operations of Nasdaq Stock Market or limitation on prices for securities on any such exchange or the CompanyNasdaq Stock Market, or (iv) the declaration of a banking moratorium by either federal or Commonwealth New York State authorities. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of Massachusetts authoritiesthe Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, (v) as the taking case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in SCHEDULE I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to SECTION 2 hereof be increased pursuant to this SECTION 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action by taken under this paragraph shall not relieve any federal, state or local government or agency defaulting Underwriter from liability in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities markets in the United States, or (vi) any default of the conditions in Section 2 shall not have been fulfilled when and as required by any such Underwriter under this agreement to be fulfilledAgreement. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated pursuant to this Section 11 or Section 10, the Company shall then be under no liability hereunder the Underwriter. (d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Firm Closing Date by you by written notice to the Company and the Selling Stockholders if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any adverse change or a development involving a prospective adverse change in or affecting particularly the condition, financial or otherwise, of the Company or the earnings, business affairs or business prospects of the Company, whether or not arising in the ordinary course of business, which would, in your reasonable judgment, materially impair the investment quality of the Shares, (ii) any outbreak of hostilities or other national or international calamity or crisis or drastic change in the economic conditions conditions, if the effect of such outbreak, calamity, crisis or change on the financial markets of the United States would, in your reasonable judgment, make the offering or delivery of the Units Shares impracticable, (iiiii) suspension of quotation trading in securities generally on the New York Stock Exchange or limitation on prices (other than limitations on hours or numbers of days of trading) for securities on the NASD Over the Counter Bulletin Boardsuch exchange, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects or will materially and adversely affect the business or the operations of the Company, (ivv) the declaration of a banking moratorium by either federal federal, New York or Commonwealth of Massachusetts Pennsylvania state authorities, (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States, or (vivii) any if there shall have been such a material change in the general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in your reasonable judgment, makes it inadvisable to proceed with the delivery of the conditions in Section 2 shall not have been fulfilled when and as required by this agreement to be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions Shares. Any termination of this Section 11 or shall be terminated Agreement pursuant to this paragraph of Section 11 or Section 10, shall be without liability on the part of the Company shall then be under no liability hereunder or the Selling Stockholder or any Underwriter, except as otherwise provided in Sections 9 and 12 hereof. (d) The Company shall not in such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by this agreement.

Effective Date of Agreement and Termination. (a) This agreement Agreement shall become effective upon the later of (i) execution of this Agreement and (ii) when notification of the effectiveness of the Registration Statement has been released by the Commission. (b) . This agreement Agreement may be terminated at any time prior to the Closing Date by you by written notice to the Company Sellers if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or drastic change in the economic conditions if the effect of such outbreak, calamity, crisis or change on in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your reasonable judgment, make it impracticable to market the offering or delivery of Shares on the Units impracticableterms and in the manner contemplated in the Prospectus, (iiiii) the suspension or material limitation of quotation of trading in securities on the NASD Over NYSE, the Counter Bulletin BoardAmerican Stock Exchange or the NASDAQ National Market or limitation on prices for securities on any such exchange or National Market, (iiiiv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your reasonable opinion materially and adversely affects affects, or will materially and adversely affect affect, the business or the operations of the CompanyCompany or any Subsidiary, (ivv) the declaration of a banking moratorium by either federal or Commonwealth of Massachusetts authorities, New York State authorities or (vvi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your reasonable opinion has a material adverse effect on the securities financial markets in the United States. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or (vi) in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any of the conditions in Underwriter has agreed to purchase pursuant to Section 2 shall not have been fulfilled when and as required by this agreement to hereof be fulfilled. (c) If this agreement shall not become effective pursuant to the provisions of this Section 11 or shall be terminated increased pursuant to this Section 11 10 by an amount in excess of one-ninth of such number of Firm Shares or Section 10Additional Shares, as the Company case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall then fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the applicable Sellers for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter and the applicable Sellers. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under no liability hereunder the Underwriter. (d) The Company this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such event be liable to the Underwriter for damages on account of loss of anticipated profits or revenues arising out of the transactions contemplated by under this agreementAgreement.