Termination of Terms Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representative by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.
Termination of Terms Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement may be terminated by the Representative(s) by notice to the Company and the Guarantor at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.
Termination of Terms Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters’ exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8 and 14 shall survive any such termination and remain in full force and effect. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing conditions or extend the time for their performance.
Termination of Terms Agreement. Any Terms Agreement may be terminated, prior to the related time of purchase, by you or by any group of Underwriters which has agreed to purchase in the aggregate at least 50% of the Underwriters’ Securities contemplated in such Terms Agreement if, in your judgment or in the judgment of any such group of Underwriters, there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as to make it impracticable to market the Securities contemplated in such Terms Agreement. The obligations of the several Underwriters under any Terms Agreement shall also be subject to termination in your absolute discretion if, at any time prior to the related time of purchase, trading in securities on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange, or if a banking moratorium shall have been declared either by the United States or New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes. If you or any group of Underwriters elects to terminate any Terms Agreement as provided in this Section 5, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax or other customary manner of communication. If the sale to the Underwriters of the Underwriters’ Securities, as contemplated in any Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereof, the Company shall not be under any obligation or liability under this Agreement or such Terms Agreement (except to the extent provided in Sections 2(g), 3 and 7(c) hereof) and the Underwriters shall be under no obligation or liability to the Company under this Agreement or such Terms Agreement (except to the extent provided in Section 7(e) hereof) or to one another hereunder.
Termination of Terms Agreement. 19 SECTION 6. Indemnification...................................................19 (a) Indemnification of Underwriters.................................19 (b) Indemnification of Company, Directors and Officers..............20 (c) Actions against Parties; Notification...........................21 (d) Settlement without Consent if Failure to Reimburse..............21 SECTION 7. Contribution......................................................21 SECTION 8. Representations, Warranties and Agreements to Survive Delivery....23 SECTION 9. Termination.......................................................23
Termination of Terms Agreement. Any Purchaser may terminate any Terms Agreement, immediately upon notice to the Company, if at any time since the date of such Terms Agreement and prior to the delivery of and payment for the Notes on the Settlement Date relating thereto:
Termination of Terms Agreement. 19 SECTION 6. INDEMNIFICATION.............................................19
Termination of Terms Agreement. (a) You may terminate the Terms Agreement, by notice to EQR and the Selling Shareholder, at any time at or prior to the Closing Time if (i) there has been, since the date of the Terms Agreement or since the respective dates as of which information is given in the Prospectus and the Time of Sale Information, any Material Adverse Change, or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis or escalation of any existing hostilities or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case, the effect of which is such as to make it, in your judgment, impracticable to market the Securities or enforce contracts for the sale of the Securities, or (iii) trading in any of the securities of EQR or ERP has been suspended by the Commission, the NYSE or FINRA or any exchange or any over-the-counter market, or if trading generally on either the NYSE, the Pacific Stock Exchange or The Nasdaq Stock Market has been suspended or limited, 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 such system or by order of the Commission, FINRA, or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or (iv) a banking moratorium has been declared by Federal, Illinois or New York authorities, or (v) the rating assigned by any nationally recognized statistical rating organization to any long-term debt securities of EQR or ERP as of the date of the Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any long-term debt securities of EQR or ERP on what is commonly termed a “watch list” for possible downgrading.
Termination of Terms Agreement. If the remaining non-defaulting Underwriters or other Underwriters satisfactory to the Representative do not elect pursuant to the last sentence of subsection 5.1 to purchase the aggregate principal amount or number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase that exceeds 10% of the total principal amount of such Securities, the Terms Agreement with respect to such Securities shall terminate without liability on the part of any non-defaulting Underwriter or the Company.
Termination of Terms Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery, as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in full force and effect.
