Common use of Termination by Parties Clause in Contracts

Termination by Parties. (a) Notwithstanding anything herein to the contrary, the Broker-Dealer may terminate this Agreement and all of its obligations hereunder for any reason upon giving ten (10) days' prior notice thereof to the Company; PROVIDED, HOWEVER, that, in the event the Company does not perform any obligation under this Agreement or any representation and warranty hereunder is incomplete or inaccurate, the Broker-Dealer may immediately terminate all of its obligations hereunder by notice thereof to the Company. Any termination of this Agreement or of the Broker-Dealer's obligations hereunder shall be without liability of the Broker-Dealer to any other party. (b) Notwithstanding anything herein to the contrary, the Company may terminate this Agreement by giving five (5) days prior written notice to the Broker-Dealer, in which event the Company shall be relieved of all obligations hereunder. (c) The obligations the Company under Section 4 for Notes sold by the Company pursuant to Subscription Agreements received prior to the date of termination and the obligations of each of the parties hereto under Section 7, shall survive any termination of the Agreement pursuant to this Section 8.