Common use of Termination and Settlement Clause in Contracts

Termination and Settlement. This Agreement will terminate (a) at the close of business on the 30th day after the date of the Underwriting Agreement; or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as we may determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. Upon termination of this Agreement, all authorizations, rights and obligations hereunder will cease, except (a) the mutual obligation to settle accounts hereunder, (b) your obligation to pay any claims referred to in the last paragraph of this Section, (c) 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 which may be made by us from time to time thereafter to cover any short position with respect to the offering, all of which 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 will be settled and paid as soon as practicable after termination. The determination by us of the amounts to be paid to or by you will be final and conclusive. Notwithstanding any settlement upon the termination of this Agreement, you will pay your 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 or the 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 any sale or transfer of Units for our account.

Termination and Settlement. This Agreement will terminate (a) at the close of business on the 30th day after the date of the Underwriting Agreement; or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as we may determine; or (cC) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. Upon termination of this Agreement, all authorizations, rights and obligations hereunder will cease, except (a) the mutual obligation to settle accounts hereunder, (b) your obligation to pay any claims referred to in the last paragraph of this Section, (cC) 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 which may be made by us from time to time thereafter to cover any short position with respect to the offering, all of which 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 will be settled and paid as soon as practicable after termination. The determination by us of the amounts to be paid to or by you will be final and conclusive. Notwithstanding any settlement upon the termination of this Agreement, you will pay your 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 or the 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 any sale or transfer of Units Securities for our account.

Termination and Settlement. This Agreement will terminate (a) at the close of business on the 30th day after the date of the Underwriting Agreement; or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as we may determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. Upon termination of this Agreement, all authorizations, rights and obligations hereunder will cease, except (a) the mutual obligation to settle accounts hereunder, (b) your obligation to pay any claims referred to in the last paragraph of this Section, (c) 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 which may be made by us from time to time thereafter to cover any short position with respect to the offering, all of which 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 will be settled and paid as soon as practicable after termination. The determination by us of the amounts to be paid to or by you will be final and conclusive. Notwithstanding any settlement upon the termination of this Agreement, you will pay your 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 or the 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 any sale or transfer of Units for our account. 12. Default by Underwriters. Default by one or more Underwriters hereunder or under the Underwriting Agreement shall not release the other Underwriters from their obligations or affect the liability of any defaulting Underwriter to the other Underwriters for damages resulting from such default. In case of default under the Underwriting Agreement by one or more Underwriters, we may arrange for the purchase by others, including non-defaulting Underwriters, of Units not taken up by such defaulting Underwriter and you will, at our request, increase pro rata with the other non-defaulting Underwriters the aggregate principal amount of Units which you are to purchase, or both, by an amount not exceeding one-ninth of your original underwriting obligations. In the event any such arrangements are made, the respective Units to be purchased by non-defaulting Underwriters and by such others shall be taken as the basis for the underwriting obligations under this Agreement. In the event of default by one or more Underwriters in respect of their obligations under this Agreement, each non-defaulting Underwriter shall assume its proportionate share of the obligations under this Agreement of each such defaulting Underwriter (other than, to the extent stated in the first paragraph of this Section, the purchase obligation of such defaulting Underwriter).

Termination and Settlement. This Agreement will terminate (a) at the close of business on the 30th day after the date of the Underwriting Agreement; or (b) on such earlier or later date, not more than 30 days after the date specified in (a), as we may determine; or (c) on the date of termination of the Underwriting Agreement, if the same shall be terminated as provided by its terms. Upon termination of this Agreement, all authorizations, rights and obligations hereunder will cease, except (a) the mutual obligation to settle accounts hereunder, (b) your obligation to pay any claims referred to in the last paragraph of this Section, (c) 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 which may be made by us from time to time thereafter to cover any short position with respect to the offering, all of which 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 will be settled and paid as soon as practicable after termination. The determination by us of the amounts to be paid to or by you will be final and conclusive. Notwithstanding any settlement upon the termination of this Agreement, you will pay your 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 or the 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 any sale or transfer of Units Shares for our account.