Common use of Termination of Terms Agreement Clause in Contracts

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: (i) there has been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or (ii) there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes; or (iii) there has occurred: a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on The New York Stock Exchange, The NASDAQ Stock Market or the over-the-counter market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities of any country issuing any foreign or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; or (iv) there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; or (v) there has been any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; or (vi) there shall have come to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

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: (i) there has been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or (ii) there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes; or (iii) there has occurred: a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on The the New York Stock Exchange, The NASDAQ Stock Market the National Association of Securities Dealers Inc. or the over-the-counter market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities of any country issuing any foreign or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; or (iv) there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436 (g) of (2) under the Exchange Securities Act; or (v) there has been any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; or (vi) there shall have come to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

Termination of Terms Agreement. Any Purchaser (a) You may terminate any the Terms Agreement, immediately upon by notice to the CompanyEQR, if at any time since the date of such Terms Agreement and at or prior to the delivery of and payment for the Notes on the Settlement Date relating thereto: Closing Time if (i) there has been 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 any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation 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 on the financial markets of the United States is such as to make it, in the judgment of such Purchaseryour judgment, impracticable or inadvisable to market the Notes Securities or enforce contracts for the sale of the Notes; or Securities, or (iii) there has occurred: a suspension or material limitation of trading in any of the securities of the Company EQR or ERP has been suspended by the Commission Commission, the NYSE or FINRA or any securities exchange; a suspension exchange or material limitation of trading generally on The New York Stock Exchange, The NASDAQ Stock Market or the any over-the-counter market 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 debt trading have been fixed, or maximum ranges for prices for securities in the United States; the declaration have been required, by either of a general moratorium on commercial banking activities by Federal or New York State authorities said exchanges or by such system or by order of the relevant authorities of Commission, FINRA, or any country issuing any foreign or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; or (iv) there a banking moratorium has been any downgrading declared by Federal, Illinois or New York authorities, or (or any notice has been given of any intended or potential downgrading or of any review with possible negative implicationsv) in the rating accorded any of the Company’s securities assigned by any “nationally recognized statistical rating organization,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 nor shall any such rating organization have publicly announced that it has placed any long-term debt securities of EQR or ERP on what is commonly termed a “watch list” as for possible downgrading. (b) In the event of any such term is defined termination, (x) the covenants set forth in Section 3(a)(62) 3 with respect to the offering of the Exchange Act; or (v) there has been Securities shall remain in effect so long as any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; or (vi) there shall have come Underwriter owns any such Securities purchased from EQR pursuant to the Purchaser’s attention any fact that causes Terms Agreement and (y) the Purchaser to believe that covenant set forth in Section 3(h) hereof, the Prospectusprovisions of Section 4 hereof, at the time it was required to be delivered to a purchaser indemnity and contribution agreements set forth in Section 7 and 8 hereof, and the provisions of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary Sections 9 and 15 hereof shall remain in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleadingeffect.

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 or Warrants on the Settlement Date relating thereto: (i) there has been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or (ii) there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or Warrants, as the case may be, or enforce contracts for the sale of the NotesNotes or Warrants; or (iii) there has occurred: a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on The the New York Stock Exchange, The NASDAQ Stock Market the National Association of Securities Dealers Inc. or the over-—the-—counter market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities of any country issuing any foreign or composite currency in which the Notes or Warrants covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; or (iv) there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436(g)(2) of under the Exchange Securities Act; or (v) there has been any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or Warrants or the imposition of exchange controls directly affecting the applicable NotesNotes or Warrants; or (vi) there shall have come to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the NotesNotes or Warrants, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.

Termination of Terms Agreement. Any Purchaser (a) You may terminate any the applicable Terms Agreement, immediately upon by notice to the CompanyEQR, if at any time at or prior to the applicable Closing Time if (i) there has been, since the date of such Terms Agreement and prior to or since the delivery respective dates as of and payment for which information is given in the Notes on the Settlement Date relating thereto: (i) there has been Prospectus, any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; or (ii) there has occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes; or (iii) there has occurred: a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on The New York Stock Exchange, The NASDAQ Stock Market or the over-the-counter market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities escalation of any country issuing any foreign existing hostilities or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; or (iv) there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; or (v) there has been any change or development involving a prospective change in United States national political, financial or Swedish taxation directly affecting economic conditions, in each case, the effect of which is such as to make it, in your judgment, impracticable to market the Underwritten Securities or enforce contracts for the sale of the Underwritten Securities, or (iii) trading in any of the securities of EQR has been suspended by the Commission or any exchange or any over-the- counter market, or if trading generally on either the New York Stock Exchange, the American Stock Exchange or in the Nasdaq National 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, the NASD, or any other governmental authority, or (iv) if a banking moratorium has been declared by Federal or New York authorities, or (v) the rating assigned by any nationally recognized statistical rating organization to any Preferred Shares of EQR as of the date of the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; or (vi) there Terms Agreement shall have come been lowered since such date or if any such rating organization shall have publicly announced that it has placed any Preferred Shares of EQR on what is commonly termed a "watch list" for possible downgrading. As used in this Section 9(a), the term "Prospectus" means the Prospectus in the form first used to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser confirm sales of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleadingUnderwritten Securities.

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: (i) there has been any Material Adverse Change or any development involving a prospective Material Adverse Change, whether or not arising in the ordinary course of business; , or (ii) there has occurred any outbreak or escalation of hostilities or other calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the judgment of such Purchaser, impracticable or inadvisable to market the Notes or enforce contracts for the sale of the Notes; , or (iii) there has occurred: a suspension or material limitation of trading in any securities of the Company by the Commission or any securities exchange; a suspension or material limitation of trading generally on The the New York Stock Exchange, The NASDAQ Stock Market the National Association of Securities Dealers Inc. or the over-the-counter market for debt securities in the United States; the declaration of a general moratorium on commercial banking activities by Federal or New York State authorities or by the relevant authorities of any country issuing any foreign or composite currency in which the Notes covered by such Terms Agreement are denominated or payable; or a material disruption in commercial banking or securities settlement or clearance services in the United States or such other relevant jurisdiction; , or (iv) there has been any downgrading (or any notice has been given of any intended or potential downgrading or of any review with possible negative implications) in the rating accorded any of the Company’s securities by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62for purposes of Rule 436 (g) of (2) under the Exchange Securities Act; , or (v) there has been any change or development involving a prospective change in United States or Swedish taxation directly affecting the applicable Notes or the imposition of exchange controls directly affecting the applicable Notes; Notes or (vi) there shall have come to the Purchaser’s attention any fact that causes the Purchaser to believe that the Prospectus, at the time it was required to be delivered to a purchaser of the Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading.