Common use of Termination of Terms Agreement Clause in Contracts

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. 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. Any Terms Agreement may The obligations of the several Underwriters hereunder shall be terminated, prior subject to termination in the related time absolute discretion of purchase, by you or by any group of Underwriters (which may include you) which has agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50% of the Underwriters’ Securities contemplated in such Securities, if, at any time between the time of execution of the Terms Agreement ifand the Closing Date, (a) trading in your judgment securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange, (b) a downgrading shall have occurred in the judgment rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations promulgated under the Act or such organization shall have publicly announced that it has under surveillance or review, other than with possible positive implications, its rating of any such group of Underwritersthe Company's debt securities, (c) a banking moratorium shall have been declared either by the United States or New York State authorities, or (d) the United States shall have declared war in accordance with its constitutional processes or 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 as, in your judgment or in the judgment of such group of Underwriters, 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 processesSecurities. If you or any group of Underwriters elects to terminate any Terms this Agreement as provided in this Section 56, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax letter or other customary manner of communicationtelegram. If the sale to the Underwriters of the Underwriters’ Securities, as contemplated in any by this Agreement and the Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereofof this Agreement, 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(g3(h), 3 4 and 7(c) 8 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) 8 hereof) or to one another hereunder.

Termination of Terms Agreement. Any Terms Agreement may The obligations of the several ------------------------------ Underwriters hereunder shall be terminated, prior subject to termination in the related time absolute discretion of purchase, by you or by any group of Underwriters (which may include you) which has agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50% of the Underwriters’ Securities contemplated in such Securities, if, at any time between the time of execution of the Terms Agreement ifand the Closing Date, (a) trading in your judgment securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange, (b) a downgrading shall have occurred in the judgment rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations promulgated under the Act or such organization shall have publicly announced that it has under surveillance or review, other than with possible positive implications, its rating of any such group of Underwritersthe Company's debt securities, (c) a banking moratorium shall have been declared either by the United States or New York State authorities, or (d) the United States shall have declared war in accordance with its constitutional processes or 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 as, in your judgment or in the good faith judgment of such group of Underwriters, 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 processesSecurities. If you or any group of Underwriters elects to terminate any Terms this Agreement as provided in this Section 56, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax letter or other customary manner of communicationtelegram. If the sale to the Underwriters of the Underwriters’ Securities, as contemplated in any by this Agreement and the Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereofof this Agreement, 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(g3(g), 3 4 and 7(c) 8 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) 8 hereof) or to one another hereunder.

Termination of Terms Agreement. Any Terms Agreement may The obligations of the several Underwriters hereunder shall be terminated, prior subject to termination in the related time absolute discretion of purchase, by you or by any group of Underwriters (which may include you) that has agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50% of the Underwriters’ Securities contemplated in such Securities, if, at any time between the time of execution of the Terms Agreement ifand the Closing Date, (a) trading in your judgment securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange; (b) a downgrading shall have occurred in the judgment rating accorded the Company’s debt securities by any “nationally recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations promulgated under the Act, or such organization shall have publicly announced that it has under surveillance or review, other than with possible positive implications, its rating of any such group of Underwritersthe Company’s debt securities; (c) a banking moratorium shall have been declared either by the United States or New York State authorities; or (d) the United States shall have declared war in accordance with its constitutional processes, or 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 as, in your judgment or in the good faith judgment of such group of Underwriters, 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 processesSecurities. If you or any group of Underwriters elects to terminate any Terms this Agreement as provided in this Section 56, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax letter or other customary manner of communicationtelegram. If the sale to the Underwriters of the Underwriters’ Securities, as contemplated in any by this Agreement and the Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereofof this Agreement, 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(g3(g), 3 4 and 7(c) 8 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) 8 hereof) or to one another hereunder.

Termination of Terms Agreement. Any Terms Agreement may The obligations of the several Underwriters hereunder shall be terminated, prior subject to termination in the related time absolute discretion of purchase, by you or by any group of Underwriters (which may include you) which has agreed pursuant to the Terms Agreement to purchase in the aggregate at least 50% of the Underwriters’ Securities contemplated in such Securities, if, at any time between the time of execution of the Terms Agreement ifand the Closing Date, (a) trading in your judgment securities generally on the New York Stock Exchange shall have been suspended or minimum prices shall have been established on the New York Stock Exchange, (b) a downgrading shall have occurred in the judgment rating accorded the Company's debt securities by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) of the rules and regulations promulgated under the Act or such organization shall have publicly announced that it has under surveillance or review, other than with possible positive implications, its rating of any such group of Underwritersthe Company's debt securities, (c) a banking moratorium shall have been declared either by the United States or New York State authorities, or (d) the United States shall have declared war in accordance with its constitutional processes or 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 as, in your judgment or in the judgment of such group of Underwriters, 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 processesSecurities. If you or any group of Underwriters elects to terminate any Terms this Agreement as provided in this Section 56, the Company and each other Underwriter shall be notified promptly by delivery, telex, telefax letter or other customary manner of communicationtelegram. If the sale to the Underwriters of the Underwriters’ Securities, as contemplated in any ascontemplated by this Agreement and the Terms Agreement, is not carried out by the Underwriters for any reason permitted hereunder under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any of the terms hereofof this Agreement, 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(g3(h), 3 4 and 7(c) 8 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) 8 hereof) or to one another hereunder.