Common use of Result of Termination Clause in Contracts

Result of Termination. (i) If the sale of the Shares provided for herein is not consummated (A) because of any termination of this Agreement pursuant to Section 10.(a), (B) because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of your default, (C) by ____________, 1997 due to reasons within the control of the Company or any of its affiliates, or (D) the Company abandons this Offering and obtains financing from other sources and you are not retained as a senior investment banker in connection with such financing, then in addition to its obligations with respect to expenses as set forth in Section 6, the Company will reimburse you on demand for all your reasonable out-of-pocket expenses (including the fees and expenses of your counsel), including disbursements reasonably incurred by you in reviewing the Registration Statement and the Prospectus, and in investigating and making preparations for the marketing of the Shares. (ii) If the sale of all of the Shares is not consummated by reason of your inability or failure to sell the Shares within sixty (60) days of the effective date of the Registration Statement, and if the inability or failure to sell the Shares is unrelated (A) to any matter giving rise to a right of termination pursuant to Section 10.(a)(i), (B) to any matter described in subsections (B) through (D) of Section 10.(b)(i), or (C) to any significant unforeseen matter concerning the Company detected by you in the course of your due diligence and other investigations, then you will reimburse the Company on demand for all of the Company's reasonable out-of-pocket expenses (including the fees and expenses of its counsel, accountants and the Escrow Agent), including disbursements reasonably incurred by the Company, incurred in connection with the Offering. (iii) If the sale of the Shares provided for herein is not consummated for any other reason, the Company shall pay expenses as required by Section 6, and the neither party shall have any additional liability to the other except for such liabilities, if any, as may exist or thereafter arise under Section 8.

Result of Termination. (i) If the sale of the Shares provided for herein is not consummated If: (A) because you should terminate this Agreement upon the breach by the Company of any termination material term of this Agreement pursuant to Section 10.(a), Agreement; (B) because of any refusalthe Offering fails to close by November 13, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of your default2015, (C) by ____________, 1997 due to for reasons within the control of the Company (it being understood that to the extent the Company used reasonable good faith efforts to respond to comments on the Registration Statement from the Commission and any other applicable regulatory body, then the Offering shall not be deemed in accordance with this Agreement to have failed for reasons within the control of the Company); (C) the Offering fails to close by November 13, 2015 due to reasons beyond the control of the Company or you (other than your inability to sell the Units due to adverse market conditions or as a result of any factor referenced in Section 7(i) of its affiliates, or this Agreement); or (D) the Company abandons this Offering and obtains financing from other sources and you are not retained as a senior investment banker in connection with such financingthe Offering, then in addition to its obligations with respect to expenses as set forth in Section 6, the Company will reimburse you on demand for all your reasonable out-of-pocket expenses and disbursements (including the fees and expenses of your counsel), including disbursements reasonably ) actually incurred by you in reviewing the Registration Statement and the Prospectus, and in investigating and making preparations for the marketing of the SharesUnits up to a maximum of $100,000. Notwithstanding any other provision of this Agreement, the amount reimbursable shall not exceed the amount of out-of-pocket accountable expenses actually incurred by you in compliance with applicable FINRA rules. (ii) If the sale of all of the Shares is not consummated by reason of your inability or failure to sell the Shares within sixty (60) days of the effective date of the Registration Statement, and if the inability or failure to sell the Shares is unrelated (A) to any matter giving rise to a right of termination pursuant to Section 10.(a)(i), (B) to any matter described in subsections (B) through (D) of Section 10.(b)(i), or (C) to any significant unforeseen matter concerning the Company detected by you in the course of your due diligence and other investigations, then you will reimburse the Company on demand for all of the Company's reasonable out-of-pocket expenses (including the fees and expenses of its counsel, accountants and the Escrow Agent), including disbursements reasonably incurred by the Company, incurred in connection with the Offering. (iii) If the sale of the Shares Units provided for herein is not consummated for any other reason, the Company shall pay expenses as required by Section 6, and the neither party shall have any additional liability to the other except for such liabilities, if any, as may exist or thereafter arise under Section 8. (iii) For purposes of clarification, if the closing of the Offering is not completed by November 13, 2015, this Agreement will expire and the Company will have no further obligation or liability hereunder except as set forth in Sections 6, 8, and 10 hereof and you will have no further obligation or liability hereunder except as set forth in Section 8 hereof.

Result of Termination. (i) If the sale of the Shares provided for herein is not consummated If: (A) because you should terminate this Agreement upon the breach by the Company of any termination material term of this Agreement pursuant to Section 10.(a), Agreement; (B) because of any refusalthe Offering fails to close by April 30, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of your default2011, (C) by ____________, 1997 due to for reasons within the control of the Company (it being understood that to the extent the Company used reasonable good faith efforts to respond to comments on the Registration Statement from the Commission and any other applicable regulatory body, then the Offering shall not be deemed in accordance with this Agreement to have failed for reasons within the control of the Company); (C) the Offering fails to close by April 30, 2011 due to reasons beyond the control of the Company or you (other than your inability to sell the Shares due to adverse market conditions or as a result of any factor referenced in Section 7.(i) of its affiliates, or this Agreement); or (D) the Company abandons this the Offering and obtains financing from other sources and you are not retained as a senior investment banker in connection with such financing, then in addition to its obligations with respect to expenses as set forth in Section 6, the Company will reimburse you on demand for all your reasonable out-of-pocket expenses and disbursements (including the fees and expenses of your counsel), including disbursements reasonably ) actually incurred by you in reviewing the Registration Statement and the Prospectus, and in investigating and making preparations for the marketing of the Shares. (ii) If the sale of all of the Shares is not consummated by reason of your inability or failure to sell the Shares within sixty (60) days of the effective date of the Registration Statement, and if the inability or failure to sell the Shares is unrelated (A) to any matter giving rise up to a right maximum of termination pursuant to Section 10.(a)(i)$60,000. Notwithstanding any other provision of this Agreement, (B) to any matter described in subsections (B) through (D) the amount reimbursable shall not exceed the amount of Section 10.(b)(i), or (C) to any significant unforeseen matter concerning the Company detected by you in the course of your due diligence and other investigations, then you will reimburse the Company on demand for all of the Company's reasonable out-of-pocket accountable expenses (including the fees and expenses of its counsel, accountants and the Escrow Agent), including disbursements reasonably actually incurred by the Company, incurred you in connection compliance with the Offeringapplicable FINRA rules. (iiiii) If the sale of the Shares provided for herein is not consummated for any other reason, the Company shall pay expenses as required by Section 6, and the neither party shall have any additional liability to the other except for such liabilities, if any, as may exist or thereafter arise under Section 8. (iii) For purposes of clarification, if the closing of the Offering is not completed by April 30, 2011, this Agreement will expire and the Company will have no further obligation or liability hereunder except as set forth in Sections 6, 8, and 10 hereof and the Placement Agent will have no further obligation or liability hereunder except as set forth in Section 8 hereto.

Result of Termination. (i) If the sale of the Shares provided for herein is not consummated If: (A) because you should terminate this Agreement upon the breach by the Company of any termination material term of this Agreement pursuant to Section 10.(a), Agreement; (B) because of any refusalthe Offering fails to close by December 22, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of your default2012, (C) by ____________, 1997 due to for reasons within the control of the Company (it being understood that to the extent the Company used reasonable good faith efforts to respond to comments on the Registration Statement from the Commission and any other applicable regulatory body, then the Offering shall not be deemed in accordance with this Agreement to have failed for reasons within the control of the Company); (C) the Offering fails to close by December 22, 2012 due to reasons beyond the control of the Company or you (other than your inability to sell the Shares due to adverse market conditions or as a result of any factor referenced in Section 7.(i) of its affiliates, or this Agreement); or (D) the Company abandons this the Offering and obtains financing from other sources and you are not retained as a senior investment banker in connection with such financing, then in addition to its obligations with respect to expenses as set forth in Section 6, the Company will reimburse you on demand for all your reasonable out-of-pocket expenses and disbursements (including the fees and expenses of your counsel), including disbursements reasonably ) actually incurred by you in reviewing the Registration Statement and the Prospectus, and in investigating and making preparations for the marketing of the Shares. Notwithstanding any other provision of this Agreement, the amount reimbursable shall not exceed the amount of out-of-pocket accountable expenses actually incurred by you in compliance with applicable FINRA rules. (ii) If the sale of all of the Shares is not consummated by reason of your inability or failure to sell the Shares within sixty (60) days of the effective date of the Registration Statement, and if the inability or failure to sell the Shares is unrelated (A) to any matter giving rise to a right of termination pursuant to Section 10.(a)(i), (B) to any matter described in subsections (B) through (D) of Section 10.(b)(i), or (C) to any significant unforeseen matter concerning the Company detected by you in the course of your due diligence and other investigations, then you will reimburse the Company on demand for all of the Company's reasonable out-of-pocket expenses (including the fees and expenses of its counsel, accountants and the Escrow Agent), including disbursements reasonably incurred by the Company, incurred in connection with the Offering. (iii) If the sale of the Shares provided for herein is not consummated for any other reason, the Company shall pay expenses as required by Section 6, and the neither party shall have any additional liability to the other except for such liabilities, if any, as may exist or thereafter arise under Section 8. (iii) For purposes of clarification, if the closing of the Offering is not completed by February 28, 2012, this Agreement will expire and the Company will have no further obligation or liability hereunder except as set forth in Sections 6, 8, and 10 hereof and the Placement Agent will have no further obligation or liability hereunder except as set forth in Section 8 hereto.