Common use of Termination and Settlement Clause in Contracts

Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate (a) on the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine or (c) on the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunder, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this This Agreement shall will terminate (a) at the close of business on the thirtieth business 30th day after the initial public offering date of the Securities, Underwriting Agreement; or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as you we may determine determine; or (c) on the date of termination of the Underwriting Agreement Agreement, if the Underwriting Agreement same shall be terminated as permitted provided by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the SecuritiesAgreement, all authorizations, rights and obligations hereunder shall will cease, except (ia) the mutual obligations obligation to settle accounts hereunder, (iib) our your obligation to pay any transfer taxes that may be assessed and paid on account claims referred to in the last paragraph of any sales hereunder for our accountthis Section, (iiic) our the obligations with respect to indemnity set forth in Section 15 hereof (all obligations of which will continue until fully discharged), and (d) your obligation with respect to purchases that which may be made by you us from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in with respect to the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriteroffering, all of which shall will continue until fully discharged, and except our authority with respect to matters to be determined by us, or by us and the Company, pursuant to the terms of the Underwriting Agreement, which will survive the termination of this Agreement. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall will be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expensestermination. You are authorized at any time: (a) To make partial distributions The determination by us of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination you will be final and conclusive. (c) As compensation for . Notwithstanding any settlement upon the termination of this Agreement, you will pay your services in connection with proportionate share of any amount asserted against and discharged by the Underwriters, or any of them, based upon the claim that the Underwriters constitute an association, unincorporated business or other separate entity, or based upon or arising out of a claim that this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified Underwriting Agreement is invalid or illegal for any reason, including any expense incurred in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representativedefending against such claim, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all and will pay any transfer taxes which may be assessed thereafter on sales made account of any sale or transfer of Securities for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securitiesaccount. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. (a) This Agreement may be terminated by any party hereto upon five (5) business days' written notice to the other parties; provided, however, that as to any notice received after this Agreement shall have become effective, as provided in the third paragraph of this Agreement, with respect to any offering of Securities, this Agreement shall remain in full force and effect as to such offering of Securities and shall terminate with respect to such offering and all previous offerings in accordance with the provisions of paragraph (b) of this Section. (b) With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate forty-five (a45) on the thirtieth business day days after the initial public offering date of the Securities, (b) on or at such earlier date as you may determine in your discretion, or may be extended by you, in your discretion, for an additional period or periods not exceeding fifteen (c15) on days in the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated aggregate, in each case, except as permitted by its termsotherwise provided herein. You may at may, in your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, such time terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part Section 9 of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the Securities, all authorizationsor prior thereto at your discretion, rights and obligations hereunder you shall cease, except (i) the mutual obligations deliver to settle accounts hereunder, (ii) our obligation to pay us any transfer taxes that may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled purchased by us from the Company and the Selling Securityholders, if any, and held by you for sale for our account but not sold and paid for and any other securities of the Company which are held by you for our account pursuant to the provisions of Section 9 hereof. -7- As promptly as soon as practicable possible after the termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account the accounts arising pursuant thereto shall be settled and pay to yourselves, when final accounting is made, an amount per Security paid. The determination by you of the amounts to be determined paid to or by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation us hereunder shall be divided among the Representatives in such proportions as they may determinefinal and conclusive. (dc) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, Notwithstanding anything in connection with the transaction contemplated by this Agreement with respect to the offering contrary, our obligations under Section 7, 13 and 14 shall survive the termination of the Securitiesthis Agreement pursuant to paragraph (a) or (b) of this Section. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering The provisions of Securities pursuant to this Agreementthe fifth, this Agreement shall sixth, seventh, and eighth paragraphs of Section 4 and of the first sentence and fourth paragraph of Section 7, and of Section 8 hereof will terminate (a) at the close of business on the thirtieth business day after the initial public offering date of the Securities, Underwriting Agreement; or (b) on such earlier or later date, not more than thirty (30) days after the date specified in (a), as you may determine determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. As promptly as practicable after termination of the provisions referred to in the first paragraph of this Section, our account will be settled and paid, provided that J.X. Xxxxxx may reserve from distribution to the several Underwriters such amounts as J.X. Xxxxxx deems advisable to cover possible additional expenses. The determination by J.X. Xxxxxx of the amounts to be paid to or by us will be final and conclusive. J.X. Xxxxxx may at ay time make partial distribution of credit balances or call on the several Underwriters to pay their respective debit balances. Any of our funds in your hands may be held with your general funds without accountability for interest and may be commingled with your general funds. Notwithstanding termination of this Agreement if or any settlement, we agree to pay (a) our proportionate share (based on our underwriting obligation) of all expenses and liabilities that may be incurred by or for the account of the Underwriters, or any of them, and (b) any transfer taxes paid after such settlement on account of any sale or transfer for our account. If the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms thereof or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 if it shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to be executed but shall not become effective, our obligations herein shall immediately cease and terminate except the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunderpay our proportionate share of all expenses and except obligations, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our accountif any, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account under Section 7 hereof and (ii) our underwriting proportion obligations under the second paragraph of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the SecuritiesSection 12 and under Section 15 hereof. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering Termination of Securities pursuant to this Agreement, this Agreement shall terminate ("Termination") will occur (a) at the close of business on the thirtieth business forty fifth day after the initial public offering date of the SecuritiesUnderwriting Agreement, or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as you may determine determine, or (c) on the date of termination of the Underwriting Agreement Agreement, if the Underwriting Agreement same shall be terminated as permitted provided by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the SecuritiesTermination, all authorizations, rights and obligations hereunder shall will cease, except (ia) the mutual obligations obligation to settle accounts account hereunder, (iib) our obligation to pay any transfer taxes that may be assessed and paid on account claims referred to in the last paragraph of any sales hereunder for our accountthis Section, (iiic) our obligation with respect to purchases that which may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in with respect to the first and third paragraphs of Section 10 hereof offering and (vd) the obligations of any defaulting Underwriterwith respect to indemnity and contribution set forth in Section 7 hereof, all of which shall will continue until fully discharged, and except your authority with respect to matters to be determined by you, or by you and the Company pursuant to the terms of the Underwriting Agreement, which will survive Termination. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall will be settled and paid as soon as practicable after termination hereof with respect to such offering, except that Termination. The determination by you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination us will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect . We authorize you to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (ia) all any transfer taxes on sales made for our account and account, (iib) our underwriting proportion proportionate share (based upon our Underwriting Commitment) of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated negotiations for, purchase of and distribution of the Securities and (c) the compensation to the Representative referred to in Section 6. Notwithstanding any settlement upon Termination, we will pay our proportionate share of an amount asserted against and discharged by the Underwriters, or any of them, based upon the claim that the Underwriters constitute an association, unincorporated business or other separate entity, or based upon or arising out of a claim that this Agreement with respect to or the offering Underwriting Agreement is invalid or illegal for any reason, including any expense incurred in defending against such claim, and will pay any transfer taxes which may be assessed thereafter on account of the Securitiesany sale or transfer of Securities for our account. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this AgreementUnless sooner terminated by you, this Agreement shall terminate (a) on 45 full calendar days from the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine Effective Date or (c) on the date of termination the Prospectus, whichever is later, but may be extended by you for a period of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. time not exceeding Upon termination of this Agreement with respect to the offering of the SecuritiesAgreement, all authorizations, rights and obligations hereunder shall will cease, except (ia) the mutual obligations to settle accounts hereunder, (iib) our obligations to pay any amounts referred to in the last paragraph of this Section 10, and (c) the indemnity and other agreements set forth in Section 11 hereof, all of which shall continue until fully discharged. No such termination shall affect any obligations of any defaulting Underwriter. If any Underwriter defaults in its obligations to pay amounts due from the Underwriter pursuant to the Underwriting Agreement and this Agreement, we will assume our proportionate share (determined on the basis of the respective Underwriting Obligations of the nondefaulting Underwriters) of its obligation to the extent required by the Underwriting Agreement, but this assumption shall not affect any obligations of any defaulting Underwriter. Such obligation shall be eliminated to the extent that such obligation would cause the Underwriter to be in violation of any financial responsibility rule of the Securities and Exchange Commission. We authorize you to charge our account with any transfer taxes on sales or other transfers made for our account. Notwithstanding any settlement on the termination of this Agreement, we agree to pay our proportionate share (based on our Underwriting Obligation) of (a) all expenses incurred by you in investigating or defending against any claim, proceeding, or inquiry that is asserted, instituted, or initiated by any person (including any governmental or regulatory body), other than an Underwriter, in connection with the Registration Statement or Prospectus or any amendment or supplement thereto, or any Preliminary Prospectus relating to the offering, or any claim of invalidity of the Underwriting Agreement; and (b) any liability, including counsel fees and expenses, incurred by you in respect of any such claim, proceeding, or inquiry, whether such liability is the result of a judgment or the result of any settlement agreed to by you, other than any liability, fee, or expense as to which you receive indemnity pursuant to section 11 hereof or pursuant to the Underwriting Agreement. We also agree to pay any transfer taxes that may be assessed and paid after settlement on account of any sales or transfer hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering The provisions of Securities pursuant to this Agreementthe fifth, this Agreement shall sixth, seventh and eighth paragraphs of Section 4 and of the first sentence and fourth paragraph of Section 7, and of Section 8 hereof will terminate (a) at the close of business on the thirtieth business day after the initial public offering date of the Securities, Underwriting Agreement; or (b) on such earlier or later date, not more than thirty (30) days after the date specified in (a), as you may determine determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. As promptly as practicable after termination of the provisions referred to in the first paragraph of this Section, our account will be settled and paid, provided that Schneider may reserve from distribution to the several Underwriters suxx xxxxxxs as Schneider deems advisable to cover possible additional expenses. The dxxxxxxxxxion by Schneider of the amounts to be paid to or by us will be final and concxxxxxx. Xchneider may at any time make partial distribution of credit balances xx xxxx on the several Underwriters to pay their respective debit balances. Any of our funds in your hands may be held with your general funds without accountability for interest and may be commingled with your general funds. Notwithstanding termination of this Agreement if or any settlement, we agree to pay (a) our proportionate share (based on our underwriting obligation) of all expenses and liabilities that may be incurred by or for the account of the Underwriters, or any of them, and (b) any transfer taxes paid after such settlement on account of any sale or transfer for our account. If the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms thereof or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 if it shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to be executed but shall not become effective, our obligations herein shall immediately cease and terminate except the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunderpay our proportionate share of all expenses and except obligations, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our accountif any, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account under Section 7 hereof and (ii) our underwriting proportion obligations under the second paragraph of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the SecuritiesSection 12 and under Section 16 hereof. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this AgreementUnless sooner terminated by you, this Agreement shall terminate (a) on 45 full calendar days from the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine Effective Date or (c) on the date of termination the Final Prospectus, whichever is later, but may be extended by you for a period of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted time not exceeding an additional 30 calendar days by its termsnotice to us to such effect. You may at in your discretion, discretion on notice to us us, prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentenceAgreement, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreementthe Offering. Upon termination of this Agreement with respect to the offering of the SecuritiesAgreement, all authorizations, rights rights, and obligations hereunder shall will cease, except (ia) the mutual obligations to settle accounts hereunder, (iib) our obligations to pay any amounts referred to in the last paragraph of this Section 10, and (c) the indemnity and other agreements set forth in Section 11 hereof, all of which shall continue until fully discharged. No such termination shall affect any obligations of any defaulting Underwriter. If any Underwriter defaults in its obligations to pay amounts due from the Underwriter pursuant to the Underwriting Agreement and this Agreement, we will assume our proportionate share (determined on the basis of the respective Underwriting Obligations of the nondefaulting Underwriters) of its obligation to the extent required by the Underwriting Agreement, but this assumption shall not affect any obligations of any defaulting Underwriter. Such obligation shall be eliminated to the extent that such obligation would cause the Underwriter to be in violation of any financial responsibility rule of the Securities and Exchange Commission. We authorize you to charge our account with any transfer taxes on sales or other transfers made for our account. Notwithstanding any settlement on the termination of this Agreement, we agree to pay our proportionate share (based on our Underwriting Obligation) of (a) all expenses incurred by you in investigating or defending against any claim, proceeding, or inquiry that is asserted, instituted, or initiated by any person (including any governmental or regulatory body), other than an Underwriter, in connection with the Registration Statement or Final Prospectus or any amendment or supplement thereto, or any Preliminary Prospectus relating to the offering, or any claim of invalidity of the Underwriting Agreement; and (b) any liability, including counsel fees and expenses, incurred by you in respect of any such claim, proceeding, or inquiry, whether such liability is the result of a judgment or the result of any settlement agreed to by you, other than any liability, fee, or expense as to which you receive indemnity pursuant to Section 11 hereof or pursuant to the Underwriting Agreement. We also agree to pay any transfer taxes that may be assessed and paid after settlement on account of any sales or transfer hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering The provisions of Securities pursuant to this Agreementthe fifth, this Agreement shall sixth, seventh, and eighth paragraphs of Section 4 and of the first sentence and fourth paragraph of Section 7, and of Section 8 hereof will terminate (a) at the close of business on the thirtieth business day after the initial public offering date of the Securities, Underwriting Agreement; or (b) on such earlier or later date, not more than thirty (30) days after the date specified in (a), as you may determine determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. As promptly as practicable after termination of the provision referred to in the first paragraph of this Section, our account will be settled and paid, provided that J.P. Turner may reserve from distribution to the several Underwriters xxxx xxxxxxs as J.P. Turner deems advisable to cover possible additional expenses. The xxxxxxxxxxion by J.P. Turner of the amounts to be paid to or by us will be final and coxxxxxxxx. X.P. Turner may at ay time make partial distribution of credit balancex xx xxxx xn the several Underwriters to pay their respective debit balances. Any of our funds in your hands may be held with your general funds without accountability for interest and may be commingled with your general funds. Notwithstanding termination of this Agreement if or any settlement, we agree to pay (a) our proportionate share (based on our underwriting obligation) of all expenses and liabilities that may be incurred by or for the account of the Underwriters, or any of them, and (b) any transfer taxes paid after such settlement on account of any sale or transfer for our account. If the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms thereof or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 if it shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to be executed but shall not become effective, our obligations herein shall immediately cease and terminate except the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunderpay our proportionate share of all expenses and except obligations, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our accountif any, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account under Section 7 hereof and (ii) our underwriting proportion obligations under the second paragraph of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the SecuritiesSection 12 and under Section 16 hereof. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate (ai) on the thirtieth business day after the initial public offering of the Securities, (bii) on such earlier date as you may determine or (ciii) on the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in Securitites, terminate or suspend us prior to the preceding sentenceterinaton of this Agreement with respect to the offering of the Securities, terminate or suspend the effectiveness of Sections 45, 6 7 and 7 8 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 5 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 7 hereof to cover over any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunder, (ii) our obligation to pay any transfer taxes that which may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that which may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third their paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: : (a) To make partial distributions of credit balances or call for the payment of debit balances. balances (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. ; (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. ; (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative Representatives of the several Underwriters, in connection with the transaction transactions contemplated by this Agreement with respect to the offering of the Securities. ; (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect Buyer may, by written notice of default to each offering Seller, immediately terminate the whole or any par of Securities pursuant an Order if Seller fails to make delivery of the Goods or to perform the services required by an Order within the time specified on the purchase order or any modification thereof. If Seller fails to satisfy any of the other requirements of an Order, or so fails to make progress as to endanger performance of an Order in accordance with its terms and conditions, and does not cure such failure within a period of ten (10) calendar days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure, then Buyer may terminate the whole part of an Order. If an Order is terminated, Buyer, in addition to any other rights provided in this Agreement may require Seller to transfer title and deliver to Buyer, in the manner and to the extent directed by Xxxxx, the following: (i) any completed goods; and (ii) such partially completed goods and materials, parts, tools, dies, fixtures, plans, drawings, information, and contract rights (hereinafter called “manufacturing materials”) as Seller has specifically produced or specifically acquired for the performance of such part of the Order as has been terminated. Seller shall also, upon direction of Buyer, protect and preserve property in the possession of Seller in which Xxxxx has an interest. Payment for completed goods delivered to and accepted by Buyer shall be at the contract price. Payment for manufacturing materials delivered to and accepted by Buyer and for the protection and preservation of property shall be in an amount agreed upon by Xxxxx and Seller; failure to agree to such amount shall be considered a dispute and may be handled in arbitration by a third party or arbitrator to resolve any issues. Buyer may withhold from amounts otherwise due to Seller for such completed goods or manufacturing materials such sum as Buyer determines to be necessary to protect Buyer against loss because of outstanding liens or claims of former lien holders. The rights and remedies of Buyer provided in this Paragraph shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement, this Agreement shall terminate (a) on the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine or (c) on the date of . Any termination of the Underwriting Agreement if the Underwriting Agreement an Order shall be terminated as permitted by its terms. You not relieve Seller of any obligations and liabilities which may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter have arisen under any of the terms or and conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunder, (ii) our obligation to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect prior to such offeringtermination, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balancesincluding, but not limited to, patent infringement, reproduction rights, latent defects, and warranty obligations. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate (ai) on the thirtieth business day after the initial public offering of the Securities, (bii) on such earlier date as you may determine or (ciii) on the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentenceSecurities, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. Upon termination of this Agreement with respect to the offering of the Securities, all authorizations, rights and obligations hereunder shall cease, except (i) the mutual obligations to settle accounts hereunder, (ii) our obligation to pay any transfer taxes that which may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect to purchases that which may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs of Section 10 hereof and (v) the obligations of any defaulting Underwriter, all of which shall continue until fully discharged. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative Representatives of the several Underwriters, in connection with the transaction contemplated by this Agreement with respect to the offering of the Securities. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this AgreementUnless sooner terminated by you, this Agreement shall terminate (a) on 45 full calendar days from the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine Effective Date or (c) on the date of termination the Prospectus, whichever is later, but may be extended by you for a period of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination of this Agreement with respect to the offering of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this Agreement. time not exceeding Upon termination of this Agreement with respect to the offering of the SecuritiesAgreement, all authorizations, rights and obligations hereunder shall will cease, except (ia) the mutual obligations to settle accounts hereunder, (iib) our obligation obligations to pay any transfer taxes that may be assessed and paid on account of any sales hereunder for our account, (iii) our obligation with respect amounts referred to purchases that may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in the first and third paragraphs last paragraph of this Section 10 hereof 10, and (vc) the obligations of any defaulting Underwriterindemnity and other agreements set forth in Section 11 hereof, all of which shall continue until fully discharged. The accounts arising No such termination shall affect any obligations of any defaulting Underwriter. If any Underwriter defaults in its obligations to pay amounts due from the Underwriter pursuant to the Underwriting Agreement and this Agreement with respect Agreement, we will assume our proportionate share (determined on the basis of the respective Underwriting Obligations of the nondefaulting Underwriters) of its obligation to the offering extent required by the Underwriting Agreement, but this assumption shall not affect any obligations of any defaulting Underwriter. Such obligation shall be eliminated to the extent that such obligation would cause the Underwriter to be in violation of any financial responsibility rule of the Securities shall be settled and paid as soon as practicable after termination hereof with respect to such offering, except that Exchange Commission. We authorize you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect to the offering of the Securities, to charge our account and with any transfer taxes on sales or other transfers made for our account. Notwithstanding any settlement on the termination of this Agreement, we agree to pay to yourselves, when final accounting is made, an amount per Security to be determined our proportionate share (based on our Underwriting Obligation) of (a) all expenses incurred by you in investigating or defending against any claim, proceeding, or inquiry that is asserted, instituted, or initiated by any person (including any governmental or regulatory body), other than an Underwriter, in connection with the Registration Statement or Prospectus or any amendment or supplement thereto, or any Preliminary Prospectus relating to the offering, or any claim of invalidity of the Underwriting Agreement; and stated (b) any liability, including counsel fees and expenses, incurred by you in respect of any such claim, proceeding, or inquiry, whether such liability is the Invitation (not to exceed the amount result of a judgment or the percentage result of the Underwriters' gross spread per Security specified in the Invitation) for each Security any settlement agreed to by you, other than any liability, fee, or expense as to which we have agreed you receive indemnity pursuant to section 11 hereof or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they We also agree to pay our proportionate share (based on our Underwriting Obligation) of any other unreimbursed expense you may determine. (d) To charge our account with (i) all transfer taxes on sales made for our account and (ii) our underwriting proportion of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, incur in connection with the transaction contemplated by this Agreement with respect to the offering of the SecuritiesUnits, including without limitation expenses incurred from or arising out of any investigation, documentation, preparation, marketing, sale or distribution of the Company, the proposed offering or any securities of the Company, and we agree to pay the full amount of any transfer taxes that may be assessed and paid after settlement on account of any sales or transfer hereunder for our account. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.

Termination and Settlement. With respect to each offering of Securities pursuant to this Agreement, this Agreement shall terminate (a) on the thirtieth business day after the initial public offering of the Securities, (b) on such earlier date as you may determine or (c) on the date of termination of the Underwriting Agreement if the Underwriting Agreement shall be terminated as permitted by its terms. You may at your discretion, on notice to us prior to the termination Termination of this Agreement with respect to the offering ("Termination") will occur upon closing of the Securities as provided in the preceding sentence, terminate or suspend the effectiveness of Sections 4, 6 and 7 hereof or any part of them, or alter any of the terms or conditions of offering determined pursuant to Section 4 hereof. No termination or suspension pursuant to this Section 11 shall affect your authority under Section 6 hereof to cover any short position under this AgreementOffering. Upon termination of this Agreement with respect to the offering of the SecuritiesTermination, all authorizations, rights and obligations hereunder shall will cease, except (ia) the mutual obligations obligation to settle accounts account hereunder, (iib) our obligation to pay any transfer taxes that may be assessed and paid on account claims referred to in the last paragraph of any sales hereunder for our accountthis Section, (iiic) our obligation with respect to purchases that which may be made by you from time to time thereafter to cover any short position incurred under this Agreement, (iv) our agreements contained in with respect to the first and third paragraphs of Section 10 hereof offering and (vd) the obligations of any defaulting Underwriterwith respect to indemnity and contribution set forth in Section 6 hereof, all of which shall will continue until fully discharged, and except your authority with respect to matters to be determined by you, or by you and the Company pursuant to the terms of the Underwriting Agreement, which will survive Termination. The accounts arising pursuant to this Agreement with respect to the offering of the Securities shall will be settled and paid as soon as practicable after termination hereof with respect to such offering, except that Termination. The determination by you may reserve such amount as you deem advisable to cover any additional contingent expenses. You are authorized at any time: (a) To make partial distributions of credit balances or call for the payment of debit balances. (b) To determine the amounts to be paid to or by us, which determination us will be final and conclusive. (c) As compensation for your services in connection with this Agreement with respect . We authorize you to the offering of the Securities, to charge our account and pay to yourselves, when final accounting is made, an amount per Security to be determined by you and stated in the Invitation (not to exceed the amount or the percentage of the Underwriters' gross spread per Security specified in the Invitation) for each Security which we have agreed or shall become committed to purchase pursuant to the Underwriting Agreement. If there is more than one Representative, such compensation shall be divided among the Representatives in such proportions as they may determine. (d) To charge our account with (ia) all any transfer taxes on sales made for our account and account, (iib) our underwriting proportion proportionate share (based upon our Underwriting Commitment) of all expenses (other than transfer taxes) incurred by you, as Representative of the several Underwriters, in connection with the transaction contemplated negotiations for, purchase of and distribution of the Stocks and Warrants and (c) the compensation to the Representative referred to in Section 6. Notwithstanding any settlement upon Termination, we will pay our proportionate share of an amount asserted against and discharged by the Underwriters, or any of them, based upon the claim that the Underwriters constitute an association, unincorporated business or other separate entity, or based upon or arising out of a claim that this Agreement with respect to or the offering Underwriting Agreement is invalid or illegal for any reason, including any expense incurred in defending against such claim, and will pay any transfer taxes which may be assessed thereafter on account of the Securitiesany sale or transfer of Stocks and Warrants for our account. (e) To hold any of our funds at any time in your hands with your general funds without accountability for interest.