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

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, (i) if at the time of execution and delivery of this Agreement the Registration Statement has not become effective, at 6:30 a.m., Pacific time, on the first business day following the Effective Date, or (ii) if at the time of execution and delivery of this Agreement the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as the Representative may determine by notice to the Company or by release of any of the Shares for sale to the public. For the purposes of this Section 11, the Shares shall be deemed to have been so released upon the release for publication of any newspaper advertisement relating to the Shares or upon the release by the Representative of telegrams (i) advising the Underwriters that the shares are released for public offering or (ii) offering the Shares for sale to securities dealers, whichever may occur first. The Representative may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in subsection (c) of this Section 10 before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date as provided in Sections 8 and 12 hereof or by written notice to the Company if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company, or the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (ii) any outbreak of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such Exchange or 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 that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of a moratorium in foreign exchange trading by major international banks or other institutions or (viii) trading in any securities of the Company shall have been suspended or halted by the NASD or the SEC. (c) If the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Representative shall notify the Company thereof promptly by telephone, telex, telegraph or facsimile, confirmed by letter.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as at 9:30 A.M., New York City Time, on the first full business day following the day on which the first Prospectus supplement with respect to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, (i) if the Securities becomes effective or at the time of execution and delivery the initial public offering by the Agents of this Agreement the Registration Statement has not become effectiveSecurities, at 6:30 a.m., Pacific whichever is earlier. The time of the initial public offering shall mean the time, on the first business day following the Effective Date, or (ii) if at the time of execution and delivery of this Agreement the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as First Supplement is filed with the Representative may determine by notice Commission pursuant to the Company or by release of any Rule 424(b), of the Shares for sale to the public. For the purposes of this Section 11, the Shares shall be deemed to have been so released upon the release by you for publication of any the first newspaper advertisement which is subsequently published relating to the Shares Securities or upon the release time, after the First Supplement is filed, when the Securities are first released by you for offering by the Representative of telegrams (i) advising the Underwriters that the shares are released for public offering Agents or (ii) offering the Shares for sale to securities dealers, whichever may occur firstshall first occur. The Representative You or the Company may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted belowbelow in this Section 10, by giving the notice indicated in subsection (cSection 10(b) of this Section 10 before the time the other provisions of this Agreement become becomes effective. (b) The Representative shall have the right If you elect to prevent this Agreement from becoming effective, as provided in this Section 10, or to terminate this Agreement, you shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement, the Company shall notify you promptly by telephone, telex, or telegram, confirmed by letter. (c) The Company may elect to suspend or terminate the offering of Securities under this Agreement at any time prior time; the Company also (as to any one or more of the Agents, including you) or any Agent (as to itself) may terminate the appointment and arrangements described in this Agreement. Upon receipt of instructions from the Company, you shall suspend or terminate the participation of any Selected Dealer under the Selected Dealer Agreement. Such actions may be taken, in the case of the Company, by giving prompt written notice of suspension to all of the Agents and by giving not less than five days' written notice of termination to the Closing Date as affected party and the other parties to this Agreement, or in the case of an Agent, by giving not less than five]days' written notice of termination to the Company and except that, if at the time of termination an offer for the purchase of Securities shall have been accepted by the Company but the time of delivery to the purchaser or his agent of the Security or Securities relating thereto shall not yet have occurred, the Company shall have the obligations provided herein with respect to such Securities. The Company shall promptly notify the other parties in Sections 8 and 12 hereof or writing of any such termination. (d) You may, and, upon the request of an Agent with respect to any Securities being purchased by written such Agent shall, terminate any agreement hereunder by you to purchase such Securities, immediately upon notice to the Company if at any of time at or prior to the following have occurred: settlement date relating thereto, (i) if there has been, since the date of such agreement or since the respective dates as of which information is given in the Registration Statement and the ProspectusStatement, any material adverse change in the financial condition, earnings or cash flow of the Company and its subsidiaries, considered as one enterprise, or any development involving reasonably likely to have a prospective material adverse change in or affecting effect on the condition, financial or otherwise, condition of the CompanyCompany and its subsidiaries, or the earnings, business affairs, management or business prospects of the Companyconsidered as one enterprise, whether or not arising in the ordinary course of business that would business, or (ii) if there has occurred any outbreak or escalation of hostilities or other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, the effect of which on the financial markets of the United States or the international financial markets is such as to make it, in the Representative's judgementreasonable judgment of you or such Agent or Agents, impractical impracticable or inadvisable to market the Shares Securities or enforce contracts for the sale of the Shares; (ii) any outbreak of hostilities Securities, or other national or international calamity or crisis or change in economic, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such Exchange or 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 that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of a moratorium in foreign exchange trading by major international banks or other institutions or (viii) if trading in any securities of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal, New York or Wisconsin authorities, or if a banking moratorium has been declared by the relevant authorities in the country or countries of origin of any foreign currency or currencies in which such Securities are denominated or payable, or if a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of such agreement shall have been suspended lowered since that date or halted by if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its ratings of any debt securities of the NASD Company since that date, or (v) if there shall have come to the SECattention of you or such Agent or Agents any facts that would cause them to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Securities, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time of such delivery, not misleading. As used in this Section 10, the term "Prospectus" means the Prospectus in the form first provided to the applicable Agent or Agents for use in confirming sales of the related Securities. (ce) If Any Terms Agreement shall be subject to termination in the Representatives elect to prevent absolute discretion of the Agents on the terms set forth or incorporated by reference therein. The termination of this Agreement from becoming effective or shall not require termination of any agreement by you to terminate purchase Securities as principal, and the termination of any such agreement shall not require termination of this Agreement. (f) Anything in this Agreement to the contrary notwithstanding other than Section 10(h), if this Agreement shall not become effective by reason of an election pursuant to this Section 10 or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Agents, in addition to the obligations the Company assumed pursuant to Section 6, will be to reimburse the several Agents for such out-of-pocket expenses (including the fees and disbursements of their counsel) as provided shall have been incurred by them in connection with this Agreement or the proposed issuance, sale, delivery, and performance of the Securities and upon demand the Company agrees to pay promptly the full amount thereof to you for the respective accounts of the Agents. Anything in this Agreement to the contrary notwithstanding other than Section 1110(h), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the Representative Company shall notify have no liability to the several Agents other than for obligations assumed by the Company thereof promptly pursuant to Section 6. (g) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 9, and 12 and 13 shall not be in any way affected by telephone, telex, telegraph such election or facsimile, confirmed by lettertermination or failure to carry out the terms of this Agreement or any part hereof and shall survive termination of this Agreement.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as at the later to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, occur of either (i) if at the time of execution and delivery of this Agreement or (ii) the Registration Statement has not become effectiveearlier of (a) 9:30 A.M., at 6:30 a.m., Pacific Atlanta local time, on the first full business day following the Effective Date, day on which the Registration Statement becomes effective under the Act or (iib) if at the time of execution and delivery the initial public offering of this Agreement any of the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on Common Stock by the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time Underwriters after the Registration Statement becomes effective as provided, however, that the Representative may determine by notice to the Company or by release provisions of any Sections 6, 8, 10 and 11 hereof shall at all times be effective. The time of the Shares for sale to initial public offering shall mean the public. For the purposes time of this Section 11, the Shares shall be deemed to have been so released upon the release by Sterne Agee, for publication publication, of any the first newspaper advertisement relating to the Shares Common Stock, or upon the release time at which shares of the Common Stock are first generally offered by the Representative of telegrams (i) advising Underwriters to the Underwriters that the shares are released for public offering by letter, telephone, telegram or (ii) offering the Shares for sale to securities dealerstelecopy, whichever may occur firstshall first occur. The Representative or the Company may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Section 5(n), Section 6 and Section 8, by giving the notice indicated in subsection (cSection 11(c) of this Section 10 before the time the other provisions of this Agreement become effectivebecomes effective under this Section 11(a). (b) The In addition to the right to terminate this Agreement pursuant to Sections 7 and 9 hereof, the Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or the Option Closing Date, as provided in Sections 8 and 12 hereof or the case may be, by written giving notice to the Company, and, if exercised, the Over-allotment Option, at any time prior to the Option Closing Date, by giving notice to the Company if any in the event of the following have occurredfollowing: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectusif any domestic or international event, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Companyact, or the earningsoccurrence has materially and adversely disrupted, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make itor, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale reasonable opinion of the SharesRepresentative, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) any outbreak of hostilities if there shall have been a general suspension of, or other national or international calamity or crisis or change in economica general limitation on prices for, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) the enactment, publication, decree if a banking moratorium has been declared by a state or other promulgation of any federal authority; or state statute, regulation, rule or order of any court or other governmental authority that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other institutions means of communication within the United States; or (vii) if the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable opinion of the Representative, make it inadvisable to proceed with the offering, sale, or delivery of the Firm Shares or the Option Shares, as the case may be; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof, or (ix) if there shall be passed by the Congress of the United States or by any securities state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Representative believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or the market for the Common Stock; or (x) if there shall have been suspended such material and adverse change in the market for the Company's securities or halted securities in general or in political, financial, or economic conditions as in the judgment of the Representative makes it inadvisable to proceed with the offering, sale, and delivery of the Firm Shares or the Option Shares, as the case may be, on the terms contemplated by the NASD or the SECProspectus. (c) If the Representatives elect Representative elects to prevent this Agreement from becoming effective, as provided in this Section 11, or to terminate this Agreement pursuant to Section 7 of this Agreement or this Section 11, the Representative shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11Agreement, the Representative Company shall notify the Company thereof Representative promptly by telephone, telex, telegraph or facsimiletelegram, confirmed by letter. (d) Notwithstanding anything herein to the contrary, if this Agreement shall not become effective by reason of the election of the Company pursuant to Section 11(a) or if this Agreement shall terminate or shall otherwise not be carried out by December 31, 1998 by reason of any failure on the part of the Company to perform any covenant or agreement of this Agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Underwriters, in addition to the obligations the Company assumed pursuant to Section 6, will be to reimburse the several Underwriters for such reasonable out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Firm Shares and Option Shares, and, upon demand, the Company agrees to pay promptly the full amount thereof to the Representative for the respective accounts of the Underwriters up to a maximum reimbursement of $75,000. Anything in this Agreement to the contrary notwithstanding other than Section 11(e), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the Company shall have no liability to the several Underwriters other than for obligations assumed by the Company pursuant to Section 6. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 10 and 13 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, (i) if at the time of execution and delivery of this Agreement the Registration Statement has not become effective, at 6:30 a.m., Pacific time, on the first business day following the Effective Date, or (ii) if at the time of execution and delivery of this Agreement the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as the Representative Representatives may determine by notice to the Company or by release of any of the Shares for sale to the public. For the purposes of this Section 11, the Shares shall be deemed to have been so released upon the release for publication of any newspaper advertisement relating to the Shares or upon the release by the Representative Representatives of telegrams (i) advising the Underwriters that the shares Shares are released for public offering or (ii) offering the Shares for sale to securities dealers, whichever may occur first. The Representative Representatives may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in subsection (c) of this Section 10 before the time the other provisions of this Agreement become effective. (b) The Representative Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date as provided in Sections 8 and 12 hereof or by written notice to the Company if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company, or the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Sharesbusiness; (ii) any outbreak of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's Representatives' reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange Exchange, Inc. ("NYSE") or on the over-the-counter market Nasdaq National Market System or limitation on minimum or maximum prices shall have been established thereon (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's Representatives' reasonable opinion materially and adversely affects trading on either such Exchange NYSE or on the over-the-counter marketNasdaq National Market System; (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 that would make it, which in the Representative's judgement, impractical to market Representatives' reasonable opinion materially and adversely affects or will materially and adversely affect the Shares business or enforce contracts for the sale operations of the SharesCompany; (v) declaration of a banking moratorium by either federal or California, New York or California Florida authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the SharesStates; (vii) declaration of a moratorium in foreign exchange trading by major international banks or other institutions or (viii) trading in any securities of the Company shall have been suspended or halted by the NASD or the SEC; or (viii) any securities of the Company shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization. (c) If the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Representative Representatives shall notify the Company thereof promptly by telephone, telex, telegraph or facsimile, confirmed by letter.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, at the earlier of (i) if at the time of execution and delivery of this Agreement the Registration Statement has not become effective9:30 A.M., at 6:30 a.m., Pacific New York City local time, on the first full business day following the Effective Date, day on which the Registration Statement becomes effective under the Act or (ii) if at the time of execution and delivery the initial public offering of this Agreement any of the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on Units by the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time Underwriters after the Registration Statement becomes effective as the Representative may determine by notice to the Company or by release of any effective. The time of the Shares for sale to initial public offering shall mean the public. For the purposes time of this Section 11, the Shares shall be deemed to have been so released upon the release by Sterne Agee, for publication publication, of any the first newspaper advertisement relating to the Shares Units, or upon the release time at which the Units are first generally offered by the Representative of telegrams (i) advising Underwriters to the Underwriters that the shares are released for public offering by letter, telephone, telegram or (ii) offering the Shares for sale to securities dealerstelecopy, whichever may occur firstshall first occur. The Representative or the Company may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Section 5(p), Section 6 and Section 8, by giving the notice indicated in subsection (cSection 11(c) of this Section 10 before the time the other provisions of this Agreement become effectivebecomes effective under this Section 11(a). (b) The In addition to the right to terminate this Agreement pursuant to Sections 7 and 9 hereof, the Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or the Option Closing Date, as provided in Sections 8 and 12 hereof or the case may be, by written giving notice to the Company, and, if exercised, the Over-allotment Option, at any time prior to the Option Closing Date, by giving notice to the Company if any in the event of the following have occurredfollowing: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectusif any domestic or international event, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Companyact, or the earningsoccurrence has materially and adversely disrupted, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make itor, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale reasonable opinion of the SharesRepresentative, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) any outbreak of hostilities if there shall have been a general suspension of, or other national or international calamity or crisis or change in economica general limitation on prices for, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) the enactment, publication, decree if a banking moratorium has been declared by a state or other promulgation of any federal authority; or state statute, regulation, rule or order of any court or other governmental authority that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other institutions means of communication within the United States; or (vii) if the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable opinion of the Representative, make it inadvisable to proceed with the offering, sale, or delivery of the Firm Units or the Option Units, as the case may be; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof, or (ix) if there shall be passed by the Congress of the United States or by any securities state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Representative believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or the market for the Common Stock; or (x) if there shall have been suspended such material and adverse change in the market for the Company's securities or halted securities in general or in political, financial, or economic conditions as in the reasonable judgment of the Representative makes it inadvisable to proceed with the offering, sale, and delivery of the Firm Units or the Option Units, as the case may be, on the terms contemplated by the NASD or the SECProspectus. (c) If the Representatives elect Representative elects to prevent this Agreement from becoming effective, as provided in this Section 11, or to terminate this Agreement pursuant to Section 7 of this Agreement or this Section 11, the Representative shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11Agreement, the Representative Company shall notify the Company thereof he Representative promptly by telephone, telex, telegraph or facsimiletelegram, confirmed by letter. (d) Notwithstanding anything herein to the contrary, if this Agreement shall not become effective by reason of the election of the Company pursuant to Section 11(a) or if this Agreement shall terminate or shall otherwise not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any covenant or agreement of this Agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Underwriters, in addition to the obligations the Company assumed pursuant to the first sentence of Section 6, will be to reimburse the several Underwriters for such out-of-pocket expenses (including the fees and disbursements of their counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Firm Units, Option Units and Representative's Warrants, and, upon demand, the Company agrees to pay promptly the full amount thereof to the Representative for the respective accounts of the Underwriters up to a maximum reimbursement of $75,000. Anything in this Agreement to the contrary notwithstanding other than Section 11(e), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by 39 it to be performed or satisfied, the Company shall have no liability to the several Underwriters other than for obligations assumed by the Company pursuant to Section 6. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a)(1), 6, 8, 10 and 13 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as at the later to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, occur of either (i) if at the time of execution and delivery of this Agreement or (ii) the Registration Statement has not become effectiveearlier of (a) 9:30 A.M., at 6:30 a.m., Pacific Tampa local time, on the first full business day following the Effective Date, day on which the Registration Statement becomes effective under the Act or (iib) if at the time of execution and delivery the initial public offering of this Agreement any of the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on Common Stock by the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time Underwriters after the Registration Statement becomes effective as provided, however, that the Representative may determine by notice to the Company or by release provisions of any Sections 6, 8, 10 and 11 hereof shall at all times be effective. The time of the Shares for sale to initial public offering shall mean the public. For the purposes time of this Section 11, the Shares shall be deemed to have been so released upon the release by Sterne Agee, for publication publication, of any the first newspaper advertisement relating to the Shares Common Stock, or upon the release time at which shares of the Common Stock are first generally offered by the Representative of telegrams (i) advising Underwriters to the Underwriters that the shares are released for public offering by letter, telephone, telegram or (ii) offering the Shares for sale to securities dealerstelecopy, whichever may occur firstshall first occur. The Representative or the Company may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Section 5(n), Section 6 and Section 8, by giving the notice indicated in subsection (cSection 11(c) of this Section 10 before the time the other provisions of this Agreement become effectivebecomes effective under this Section 11(a). (b) The In addition to the right to terminate this Agreement pursuant to Sections 7 and 9 hereof, the Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or the Option Closing Date, as provided in Sections 8 and 12 hereof or the case may be, by written giving notice to the Company, and, if exercised, the Over-allotment Option, at any time prior to the Option Closing Date, by giving notice to the Company if any in the event of the following have occurredfollowing: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectusif any domestic or international event, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Companyact, or the earningsoccurrence has materially and adversely disrupted, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make itor, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale reasonable opinion of the SharesRepresentative, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) any outbreak of hostilities if there shall have been a general suspension of, or other national or international calamity or crisis or change in economica general limitation on prices for, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) the enactment, publication, decree if a banking moratorium has been declared by a state or other promulgation of any federal authority; or state statute, regulation, rule or order of any court or other governmental authority that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other institutions means of communication within the United States; or (vii) if the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable opinion of the Representative, make it inadvisable to proceed with the offering, sale, or delivery of the Firm Shares or the Option Shares, as the case may be; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof, or (ix) if there shall be passed by the Congress of the United States or by any securities state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Representative believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or the market for the Common Stock; or (x) if there shall have been suspended such material and adverse change in the market for the Company's securities or halted securities in general or in political, financial, or economic conditions as in the judgment of the Representative makes it inadvisable to proceed with the offering, sale, and delivery of the Firm Shares or the Option Shares, as the case may be, on the terms contemplated by the NASD or the SECProspectus. (c) If the Representatives elect Representative elects to prevent this Agreement from becoming effective, as provided in this Section 11, or to terminate this Agreement pursuant to Section 7 of this Agreement or this Section 11, the Representative shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11Agreement, the Representative Company shall notify the Company thereof Representative promptly by telephone, telex, telegraph or facsimiletelegram, confirmed by letter. (d) Notwithstanding anything herein to the contrary, if this Agreement shall not become effective by reason of the election of the Company pursuant to Section 11(a) or if this Agreement shall terminate or shall otherwise not be carried out by December 31, 2003 by reason of any failure on the part of the Company to perform any covenant or agreement of this Agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Underwriters, in addition to the obligations the Company assumed pursuant to Section 6, will be to reimburse Sterne, Agee for such reasonable out-of-pocket expenses (including the reasonable fees and disbursements of its counsel) as shall have been incurred by it in connection with this Agreement or the proposed offer, sale, and delivery of the Firm Shares and Option Shares, and, upon demand, the Company agrees to pay promptly the full amount thereof to Sterne, Agee up to a maximum reimbursement of $75,000. Anything in this Agreement to the contrary notwithstanding other than Section 11(e), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the Company shall have no liability to the several Underwriters other than for obligations assumed by the Company pursuant to Section 6. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 10 and 13 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, (i) if at the time of execution and delivery of this Agreement the Registration Statement has not become effective, at 6:30 a.m., Pacific time, on the first business day following the Effective Date, or (ii) if at the time of execution and delivery of this Agreement the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as the Representative may determine by notice to the Company or by release of any of the Shares for sale to the public. For the purposes of this Section 11, the Shares shall be deemed to have been so released upon the release for publication of any newspaper advertisement relating to the Shares or upon the release by the Representative of telegrams (i) advising the Underwriters that the shares are released for public offering or (ii) offering the Shares for sale to securities dealers, whichever may occur first. The Representative may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) - 40 - 41 hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in subsection (c) of this Section 10 before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date as provided in Sections 8 and 12 hereof or by written notice to the Company if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company, or the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Sharesbusiness; (ii) any outbreak of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such Exchange or 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 that would make it, which in the Representative's judgement, impractical to market reasonable opinion materially and adversely affects or will materially and adversely affect the Shares business or enforce contracts for the sale operations of the SharesCompany; (v) declaration of a banking moratorium by either federal or New York or California state authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the SharesStates; (vii) declaration of a moratorium in foreign exchange trading by major international banks or other institutions or (viii) trading in any securities of the Company shall have been suspended or halted by the NASD or the SEC. (c) If the Representatives elect to prevent this Agreement from becoming effective or to terminate this - 41 - 42 Agreement as provided in this Section 11, the Representative shall notify the Company thereof promptly by telephone, telex, telegraph or facsimile, confirmed by letter.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as to Sections 7, 9, 10, 11 and 13 14 and, as to all other provisions, (i) if at the time of execution and delivery of this Agreement the Registration Statement has not become effective, at 6:30 a.m., Pacific time, on the first business day following the Effective Date, or (ii) if at the time of execution and delivery of this Agreement the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time after the Registration Statement becomes effective as the Representative may determine by notice to the Company or by release of any of the Shares for sale to the public. For the purposes of this Section 1110, the Shares shall be deemed to have been so released upon the release for publication of any newspaper advertisement relating to the Shares or upon the release by the Representative of telegrams (i) advising the Underwriters that the shares are released for public offering or (ii) offering the Shares for sale to securities dealers, whichever may occur first. The Representative may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 1314) hereof from becoming effective without liability of any party to any other party, except as noted below, by giving the notice indicated in subsection (c) of this Section 10 before the time the other provisions of this Agreement become effective. (b) The Representative shall have the right to terminate this Agreement at any time prior to the Closing Date as provided in Sections 8 and 12 hereof or by written notice to the Company if any of the following have occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Company, or the earnings, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Sharesbusiness; (ii) any outbreak of hostilities or other national or international calamity or crisis or change in economic, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such Exchange or 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 that would make it, which in the Representative's judgement, impractical to market reasonable opinion materially and adversely affects or will materially and adversely affect the Shares business or enforce contracts for the sale operations of the SharesCompany; (v) declaration of a banking moratorium by either federal or New York or California state authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's Representatives' reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the SharesStates; (vii) declaration of a moratorium in foreign exchange trading by major international banks or other institutions or (viii) trading in any securities of the Company shall have been suspended or halted by the NASD or the SEC. (c) If the Representatives elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11, the Representative shall notify the Company thereof promptly by telephone, telex, telegraph or facsimile, confirmed by letter.

Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become effective immediately as at the later to Sections 7, 9, 10, 11 and 13 and, as to all other provisions, occur of either (i) if at the time of execution and delivery of this Agreement or (ii) the Registration Statement has not become effectiveearlier of (a) 9:30 A.M., at 6:30 a.m., Pacific Atlanta local time, on the first full business day following the Effective Date, day on which the Registration Statement becomes effective under the Act or (iib) if at the time of execution and delivery the initial public offering of this Agreement any of the Registration Statement has been declared effective, at 6:30 a.m., Pacific time, on Common Stock by the date of execution of this Agreement; but this Agreement shall nevertheless become effective at such earlier time Underwriters after the Registration Statement becomes effective as provided, however, that the Representative may determine by notice to the Company or by release provisions of any Sections 6, 8, 10 and 11 hereof shall at all times be effective. The time of the Shares for sale to initial public offering shall mean the public. For the purposes time of this Section 11, the Shares shall be deemed to have been so released upon the release by Sterne Agee, for publication publication, of any the first newspaper advertisement relating to the Shares Common Stock, or upon the release time at which the Common Stock are first generally offered by the Representative of telegrams (i) advising Underwriters to the Underwriters that the shares are released for public offering by letter, telephone, telegram or (ii) offering the Shares for sale to securities dealerstelecopy, whichever may occur firstshall first occur. The Representative or the Company may prevent the provisions of this Agreement (other than those contained in Sections 7, 9, 10, 11 and 13) hereof from becoming effective without liability of any party to any other party, except as noted belowprovided in Section 5(n), Section 6 and Section 8, by giving the notice indicated in subsection (cSection 11(c) of this Section 10 before the time the other provisions of this Agreement become effectivebecomes effective under this Section 11(a). (b) The In addition to the right to terminate this Agreement pursuant to Sections 7 and 9 hereof, the Representative shall have the right to terminate this Agreement at any time prior to the Closing Date or the Option Closing Date, as provided in Sections 8 and 12 hereof or the case may be, by written giving notice to the Company, and, if exercised, the Over-allotment Option, at any time prior to the Option Closing Date, by giving notice to the Company if any in the event of the following have occurredfollowing: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectusif any domestic or international event, any material adverse change or any development involving a prospective material adverse change in or affecting the condition, financial or otherwise, of the Companyact, or the earningsoccurrence has materially and adversely disrupted, business affairs, management or business prospects of the Company, whether or not arising in the ordinary course of business that would make itor, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale reasonable opinion of the SharesRepresentative, will in the immediate future materially and adversely disrupt, the securities markets; or (ii) any outbreak of hostilities if there shall have been a general suspension of, or other national or international calamity or crisis or change in economica general limitation on prices for, political or financial market conditions if such outbreak, calamity, crisis or change would, in the Representative's reasonable judgment, make it impractical or inadvisable to commence or continue the offering of the Shares; (iii) suspension of trading generally in securities on the New York Stock Exchange or the over-the-counter market or limitation on prices (other than limitations on hours or numbers of days of trading) for securities or the promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in the Representative's reasonable opinion materially and adversely affects trading on either such American Stock Exchange or in the over-the-counter market; or (iii) if there shall have been an outbreak or increase in the level of major hostilities or other national or international calamity; or (iv) the enactment, publication, decree if a banking moratorium has been declared by a state or other promulgation of any federal authority; or state statute, regulation, rule or order of any court or other governmental authority that would make it, in the Representative's judgement, impractical to market the Shares or enforce contracts for the sale of the Shares; (v) declaration of a banking moratorium by either federal or New York or California authorities; (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in the Representative's reasonable opinion has a material adverse effect on the securities markets in the United States which would in the Representative's judgment make it impractical to market the Shares or enforce contracts for the sale of the Shares; (vii) declaration of if a moratorium in foreign exchange trading by major international banks or persons has been declared; or (vi) if there shall have been a material interruption in the mail service or other institutions means of communication within the United States; or (vii) if the Company shall have sustained a material or substantial loss by fire, flood, accident, hurricane, earthquake, theft, sabotage, or other calamity or malicious act, whether or not such loss shall have been insured, or from any labor dispute or court or government action, order, or decree, which will, in the reasonable opinion of the Representative, make it inadvisable to proceed with the offering, sale, or delivery of the Firm Shares or the Option Shares, as the case may be; or (viii) if any material governmental restrictions shall have been imposed on trading in securities in general, which restrictions are not in effect on the date hereof, or (ix) if there shall be passed by the Congress of the United States or by any securities state legislature any act or measure, or adopted by any governmental body or authoritative accounting institute or board, or any governmental executive, any orders, rules, or regulations, which the Representative believes likely to have a material adverse effect on the business, financial condition, or financial statements of the Company or the market for the Common Stock; or (x) if there shall have been suspended such material and adverse change in the market for the Company's securities or halted securities in general or in political, financial, or economic conditions as in the judgment of the Representative makes it inadvisable to proceed with the offering, sale, and delivery of the Firm Shares or the Option Shares, as the case may be, on the terms contemplated by the NASD or the SECProspectus. (c) If the Representatives elect Representative elects to prevent this Agreement from becoming effective, as provided in this Section 11, or to terminate this Agreement pursuant to Section 7 of this Agreement or this Section 11, the Representative shall notify the Company promptly by telephone, telex, or telegram, confirmed by letter. If, as so provided, the Company elects to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Section 11Agreement, the Representative Company shall notify the Company thereof Representative promptly by telephone, telex, telegraph or facsimiletelegram, confirmed by letter. (d) Notwithstanding anything herein to the contrary, if this Agreement shall not become effective by reason of the election of the Company pursuant to Section 11(a) or if this Agreement shall terminate or shall otherwise not be carried out by July 1, 1998 by reason of any failure on the part of the Company to perform any covenant or agreement of this Agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the several Underwriters, in addition to the obligations the Company assumed pursuant to Section 6, will be to reimburse the several Underwriters for such out-of-pocket expenses (including the fees and disbursements of their counsel) as shall have been incurred by them in connection with this Agreement or the proposed offer, sale, and delivery of the Firm Shares and Option Shares, and, upon demand, the Company agrees to pay promptly the full amount thereof to the Representative for the respective accounts of the Underwriters up to a maximum reimbursement of $60,000 (of which no more than $40,000 may be attributable to fees of their counsel). Anything in this Agreement to the contrary notwithstanding other than Section 11(e), if this Agreement shall not be carried out within the time specified herein for any reason other than the failure on the part of the Company to perform any covenant or agreement or satisfy any condition of this Agreement by it to be performed or satisfied, the Company shall have no liability to the several Underwriters other than for obligations assumed by the Company pursuant to Section 6. (e) Notwithstanding any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Sections 5(a), 6, 8, 10 and 13 shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.