Common use of Termination of this Agreement Clause in Contracts

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, either U.S. federal or New York or Washington state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and or Section 6 hereof, hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Colorado authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Operating Partnership regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company and the Operating Partnership to any Initial PurchaserUnderwriter, except that the Company and the Operating Partnership shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Operating Partnership; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to a) Rxxxxxx Jxxxx shall have the Closing Dateright, this Agreement may be terminated by the Representatives by giving notice given to the Company if as hereinafter specified at any time: , to terminate its obligations pursuant to a Placement Notice if (i) trading or quotation of any of in the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Rxxxxxx Jxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Placement Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Rxxxxxx Jxxxx there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may Rxxxxxx Jxxxx xxx interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 13(a) shall be without liability on the part of (xa) the Company to any Initial PurchaserRxxxxxx Jxxxx, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Rxxxxxx Jxxxx pursuant to Sections 4 and 6 7(h) hereof, (yb) any Initial Purchaser Rxxxxxx Jxxxx to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 10 and 9 hereof Section 11 shall at all times be effective and shall survive such termination. b) The Company shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. c) Rxxxxxx Jxxxx shall have the right to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. d) Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale of all of the Shares through Rxxxxxx Jxxxx on the terms and subject to the conditions set forth herein; provided that the provisions of Section 7(h), Section 10, Section 11, Section 18 and Section 19 hereof shall remain in full force and effect notwithstanding such termination. e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 7(h), Section 10, Section 11, Section 18 and Section 19 shall remain in full force and effect. f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided however, that such termination shall not be effective until the close of business on the date of receipt of such notice by Rxxxxxx Jxxxx or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq New York Stock Market or the NYSE Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York authorities or Washington authoritiesa material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred a Material Adverse Change, the effect of which is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Final Offering Memorandum; or (iv) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity, or any substantial change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be jointly and severally obligated to reimburse the expenses of the Representative and the Initial Purchasers pursuant to Sections 4 5, 7, 9 and 6 hereof, 10 hereof or (yb) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Underwriters by written notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRANasdaq; (ii) a general banking moratorium shall have been declared by any of federal, New York U.S. federal or Washington Cayman Islands authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the reasonable judgment of the Representatives Underwriters, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) if the Company shall have sustained a material loss by strike, fire, flood, accident, hurricane, earthquake, accident theft, sabotage or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of or malicious act which, whether or not such loss shall have been insured, will, in the Representative’s opinion, make it inadvisable to proceed with the delivery of the Securities, (v) if the Company is in material breach of any of its representations, warranties or covenants hereunder, or (vi) if the Representative shall have become aware after the date hereof of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities. Any termination pursuant to this Section 10 8 shall be without liability on the part of (xa) the Company to any Initial Purchaserof the Underwriters, except that the Company shall be be, subject to demand by the Underwriters, obligated to reimburse the Underwriters for only those out-of-pocket expenses (including the reasonable fees and expenses of their counsel, and expenses associated with a due diligence report), actually incurred by the Initial Purchasers pursuant to Sections 4 and 6 hereofUnderwriters in connection herewith as allowed under FINRA Rule 5110, less any amounts previously paid by the Company; provided, however, that all such expenses shall not exceed $250,000 in the aggregate, (yb) any Initial Purchaser the Underwriters to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 4 (with respect to the reimbursement of out-of-pocket accountable, bona fide expenses actually incurred by the Underwriters) and 9 hereof Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. (a) Prior to the Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authoritiesDelaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Representative there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company or any Guarantor to any Initial PurchaserUnderwriter, except that and the Company Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers Representative and Underwriters pursuant to Sections 4 5 and 6 7 hereof, (yb) any Initial Purchaser the Underwriters to the Company, Company or any Guarantor or (zc) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any timetime after the date hereof and prior to the First Closing Date: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), Nasdaq or trading in securities generally on either the NYSE or Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, either U.S. federal or New York or Washington state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the IPO Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and or Section 6 hereof, hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (ii)(a) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or (b) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (or the “NYSE”)Commission, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any either of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities Mortgage Bonds in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 shall be without liability on the part of (xA) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and Section 6 hereof, (yB) any Initial Purchaser Underwriter to the Company, Company or (zC) any party hereto to any other party except that the provisions of Sections Section 7, Section 8 and 9 Section 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Commission, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Jefferies there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) (x) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission on any exchange or by the New York Stock Exchange in any over-the-counter market or (the “NYSE”), or y) trading in securities generally on either the Nasdaq Stock Market Market, the NYSE or the NYSE over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any international or national crisis or calamity, or any change or development involving a prospective change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as that in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; securities or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial PurchaserUnderwriter, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Underwriters to the extent required by Sections 4 and 6 hereof, (yii) any Initial Purchaser Underwriter to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 7 and 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this (a) This Agreement may be terminated by the Representatives by Placement Agents giving one day’s notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”), Market LLC or trading in securities generally on either the Nasdaq Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial financial, or economic conditions, as in the judgment of the Representatives Placement Agents is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Placement Agents there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representatives Placement Agents may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserPlacement Agent, except that the Company shall be obligated to reimburse the all expenses of the Initial Purchasers Placement Agents pursuant to Sections 4 Section 9 (the “Payment of Expenses”) and 6 Section 10 (the “Reimbursement of Placement Agents’ Expenses”) hereof, (yb) any Initial Purchaser Placement Agent to the Company, Company or (zc) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 11 (“Indemnification”) shall at all times be effective and shall survive such termination. (b) The Company shall have the right, by giving one day’s notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Upon termination of this Agreement pursuant to this Section 12(b), any outstanding Placement Notices shall also be terminated. (c) Unless earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Securities through the Placement Agents on the terms and subject to the conditions set forth herein. (d) This Agreement shall remain in full force and effect unless terminated pursuant to Section 12(a), (b), or (c) above or otherwise by mutual agreement of the parties. (e) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Placement Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Securities, such Placement Securities shall settle in accordance with the provisions of this Agreement. (f) If this Agreement is terminated pursuant to this Section 12, such termination shall be without liability of any party to any other party except as provided in Section 9 hereof, and except that, in the case of any termination of this Agreement, Section 2, Section 11, Section 13 and Section 19 hereof shall survive such termination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package a Statutory Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, Section 7(h) hereof if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 11 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (or the “NYSE”)Commission, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any either of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any material adverse change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities Bonds in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as securities settlement or clearance services in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredUnited States. Any termination pursuant to this Section 10 shall be without liability on the part of (xA) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and Section 6 hereof, (yB) any Initial Purchaser Underwriter to the Company, Company or (zC) any party hereto to any other party except that the provisions of Sections Section 7, Section 8 and 9 Section 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Jefferies, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission Commission, a Canadian regulatory authority or by the New York Stock Exchange Nasdaq; (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Washington Canadian federal authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than due to a termination pursuant to clauses (ii), (iii) or (iv) of this Section 10 shall be without liability on 12 or because of the part termination of (x) the Company this Agreement pursuant to any Initial PurchaserSection 11 hereof, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 or Section 7 hereof, (y) . Any termination pursuant to this Section 12 shall be without liability on the part of any Initial Purchaser Underwriter to the Company. For the avoidance of doubt, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders if at any time: time (ia) trading in or quotation listing of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York The NASDAQ Stock Exchange (the “NYSE”), Market LLC or trading in securities generally on either the Nasdaq The NASDAQ Stock Market LLC or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (iib) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington authoritiesMinnesota authorities or a material disruption in commercial banking or securities settlement or clearing services in the United States has occurred; or (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Representatives, there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, storm, accident or other calamity of such character as in the reasonable judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (x) the Company or the Selling Shareholders to any Initial Purchaserthe Underwriters, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 Section 5 and 6 Section 7 hereof, (y) any Initial Purchaser the Underwriters to the CompanyCompany or the Selling Shareholders, or (z) any party hereto to any other party party, except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (ia) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”)Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (iib) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xi) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof6, (yii) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (ziii) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company and any of its subsidiaries taken as a whole regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateThe Representative, this Agreement may be terminated by the Representatives by notice given to the Company Company, shall have the right to terminate this Agreement at any time prior to the First Closing Date or to terminate the obligations of the Underwriters to purchase the Optional Shares at any time prior to the Option Closing Date, as the case may be, if at any time: time (ia)(i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange or (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange the Exchange by the Commission or FINRA; (iib) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative, is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vd) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xi) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Underwriters to the extent provided in Sections 4 5 and 6 8 hereof, (yii) any Initial Purchaser Underwriter to the Company, or (ziii) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 14 shall be without liability on the part of (xa) the Company to any Initial Purchaserthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative pursuant to Sections 4 and Section 6 hereof, or Section 9 hereof or (yb) any Initial Purchaser the Underwriters to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 11 and 9 hereof Section 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this This Agreement may be terminated by the Representatives by notice given to the Company if at any timetime prior to Closing: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading settlement in securities generally on either the Nasdaq Stock Market or Market, the NYSE or any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchange; (ii) trading or settlement in any securities of the Parent on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company or any of the Initial Guarantors shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may (A) interfere materially with the conduct of the business and operations of the Company and the Initial Guarantors, taken as a whole, regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xi) the Company or any Initial Guarantor to any the Initial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 4, 9 and 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamitycalamity involving the United States, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is so material and adverse and makes as to make it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeChange which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated by the Prospectus; or (v) the Company there shall have sustained occurred a loss by strike, fire, flood, earthquake, accident material disruption in commercial banking or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether securities settlement or not such loss shall have been insuredclearance services. Any termination pursuant to this Section 10 11 shall be without liability on the part of (x) the Company any party to any Initial Purchaser, other party except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to as provided in Sections 4 and 6 hereof, (y) any Initial Purchaser to the Companyand provided further that Sections 4, or (z) any party hereto to any other party except that the provisions of Sections 8 6, 8, 9 and 9 hereof shall at all times be effective and 17 shall survive such terminationtermination and remain in full force and effect.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) (a) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Israeli authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the subscription for the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange Nasdaq, (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the calamity affecting United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in any such case as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; securities (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except to the extent that the Company shall be is obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the CompanyCompany except to the extent that any of the Underwriters has any liability pursuant to Section 11 hereof; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington York, Delaware and Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Issuers if at any time: (i) trading or quotation of in any of the CompanyPartnership’s securities shall have been suspended or materially limited by the Commission SEC or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission SEC or FINRA; (ii) a general banking moratorium shall have been declared by any of the federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, in each such case, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company Obligors to any Initial Purchaser, except that the Company Obligors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the CompanyObligors, or (ziii) any party hereto to any other party except that the provisions of Sections 8 8, 9 and 9 16 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 5 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation of any of in the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), NASDAQ Capital Market or trading in securities generally on either the Nasdaq Stock NASDAQ Capital Market or the NYSE shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NASDAQ Capital Market by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsUnderwriter’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes would make it impracticable or inadvisable to proceed with the offering offering, sale or and/or delivery of the Securities in Shares as contemplated by the manner Registration Statement and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 4(a)(vii) and 9 Section 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter as provided in Section 11.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company and, the Selling Shareholder if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York State or Washington United Kingdom authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company or the Selling Shareholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholder; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (ii)(x) trading or quotation of in any of the Company’s or Parent Guarantor’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or (y) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 10, shall be without liability on the part of (x) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Initial Purchasers on the Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)any exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE any exchange shall have been suspended or limited, the settlement of such trading shall have been materially disrupted or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by such exchange, the Commission or the FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package and the Final Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xa) the Company Issuers to any Initial Purchaser, except that the Company Issuers shall be obligated to reimburse the expenses of the Representatives and the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser to the CompanyIssuers, or (zc) of any party hereto to any other party except as aforesaid and except that the provisions of Sections Section 7 and Section 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Bermuda or Washington Swiss authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Offered Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 14 shall be without liability on the part of (xa) the Company to any Initial Purchaserthe Underwriters, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative pursuant to Sections 4 and Section 6 hereof, or Section 9 hereof or (yb) any Initial Purchaser the Underwriters to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 11 and 9 hereof Section 12 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, California, Delaware, New Jersey or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange Nasdaq, (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Washington York, California authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)OTC Bulletin Board, or trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, if applicable, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate or any Date of Delivery, this Agreement may be terminated by the Representatives Representatives, by notice given to the Company and the Forward Sellers if (a) at any time: time (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock National Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company any party to any Initial Purchaser, other party except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters and the Forward Sellers pursuant to Sections 4 Section 7 hereof and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections Section 8 and 9 hereof shall at all times be effective and shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company Issuers if at any time: (i) trading or quotation of in any of the Company’s Ferrellgas Partners’ securities shall have been suspended or limited by the Commission or by the New York Stock Exchange NYSE; (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission Commission, the Nasdaq Stock Market, the NYSE or FINRAthe Financial Industry Regulatory Authority; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (ivv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xa) the Company Issuers to any Initial Purchaser, except that in the Company case of any termination pursuant to clause (i) or (v) of this Section 9, the Issuers shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 3(e) and 6 5 hereof, (yb) any Initial Purchaser to the CompanyIssuers, or (zc) any party hereto to any other party except that the provisions of Sections 7 and 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative in its sole discretion by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Representatives by notice given cancelled at any time prior to the Company Second Closing Date, if at any time: (i) trading the Company shall have failed, refused or quotation of been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the CompanyUnderwriter’s obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended or limited by required, on the Commission or by the NASDAQ Stock Market, New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended Amex, by such Exchange or limited, or minimum or maximum prices shall have been generally established on any by order of such quotation system or stock exchange by the Commission or FINRA; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of federalfederal or state authorities, New York or Washington authorities; (iiivi) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Underwriter’s judgment, is material and adverse and makes it impracticable impractical or inadvisable to proceed with the offering sale or delivery completion of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in and payment for the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 4(g) and 9 Section 6 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time: time after the date of this Agreement (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Texas or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xa) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser to the CompanyCompany or any Guarantor, or (zc) any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this (a) This Agreement may be terminated by the Representatives by notice given at any time prior to the Company if at any time: Closing solely: (i) trading by the mutual written consent of Apple and the Company; (ii) by the Stockholders or quotation the Company, on the one hand, or by Apple, on the other hand, if the transactions contemplated by this Agreement to take place at the Closing shall not have been consummated by December 31, 1997, unless the failure of such transactions to be consummated results from the willful failure of the party (or in the case of the Stockholders and the Company, any of them) seeking to terminate this Agreement to perform or adhere to any agreement required hereby to be performed or adhered to by it prior to or at the Closing or thereafter on the IPO Closing Date; (iii) by the Stockholders or the Company, on the one hand, or by Apple, on the other hand, if a material breach or default shall be made by the other party (or in the case of the Stockholders and the Company, any of them) in the observance or in the due and timely performance of any of the Company’s securities shall have been suspended covenants, agreements or limited conditions contained herein; or (iv) by Apple if it is entitled to do so as provided in Section 6.08; (b) This Agreement may be terminated after the Commission or Closing solely: (i) by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market Apple or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any Company if the Underwriting Agreement is terminated pursuant to its terms after the Closing and prior to the consummation of such quotation system or stock exchange by the Commission or FINRAIPO; or (ii) a general banking moratorium shall have been declared by automatically and without action on the part of any of federal, party hereto if the IPO is not consummated within 15 New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in City business days after the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment date of the Representatives Closing. (c) If this Agreement is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination terminated pursuant to this Section 10 shall 12.01, the Merger will be without liability on deemed for all purposes to have been abandoned and of no force or effect. If this Agreement is terminated pursuant to this Section 12.01 after the part Certificate of (x) Merger has been filed with the Secretary of State of the State of Arizona, but before the IPO has been consummated, Apple will take all actions that Counsel for the Company to any Initial Purchaser, except that and the Company shall be obligated to reimburse Stockholders advises Apple are required by the expenses applicable laws of the Initial Purchasers pursuant State of Arizona in order to Sections 4 and 6 hereof, (y) any Initial Purchaser to rescind the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such terminationMerger.

Termination of this Agreement. Prior (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the First Closing Date, this Agreement and the option referred to in Section 3(b), if exercised, may be terminated by the Representatives by notice given cancelled at any time prior to the Company Second Closing Date, if at any time: (i) trading the Company shall have failed, refused or quotation of been unable, at or prior to such closing date, to perform any agreement on its part to be performed hereunder, (ii) any other condition of the Company’s Underwriters’ obligations hereunder is not fulfilled, (iii) trading on the NASDAQ Stock Market, New York Stock Exchange or the NYSE Amex shall have been suspended, (iv) minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been suspended or limited by required, on the Commission or by the NASDAQ Stock Market, New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended Amex, by such Exchange or limited, or minimum or maximum prices shall have been generally established on any by order of such quotation system or stock exchange by the Commission or FINRA; any other Governmental Authority having jurisdiction, (iiv) a general banking moratorium shall have been declared by any of federalfederal or state authorities, New York or Washington authorities; (iiivi) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Underwriters’ judgment, is material and adverse and makes it impracticable impractical or inadvisable to proceed with the offering sale or delivery completion of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in and payment for the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredSecurities. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 4(g) and 9 Section 6 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representative by telephone, confirmed by letter.

Termination of this Agreement. Prior to the purchase of the Units by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAOTCQB; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Units in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the good faith judgment of the Representatives Representative, there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredCompany. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the other Underwriters pursuant to Sections 4 5 and 6 8 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and, the Selling Shareholder if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York State or Washington United Kingdom authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company or the Selling Shareholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholder; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware, Massachusetts or Washington Singapore authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Issuer if at any time: (i) trading or quotation of in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange Commission, (the “NYSE”), or ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing General Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎10 shall be without liability on the part of (xa) the Company or the Issuer to any Initial PurchaserUnderwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections 4 ‎5(h) and 6 ‎8 hereof, (yb) any Initial Purchaser Underwriter to the CompanyCompany and the Issuer, or (zc) any party hereto to any other party except that the provisions of Sections 8 and 9 Section ‎9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date and, with respect to Optional Securities, each Subsequent Closing Date, whether before or after notification by the Commission to the Company of the effectiveness of the Registration Statement under the Securities Act, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Capital Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditionsconditions that, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or Change (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not any loss associated with such loss Material Adverse Change shall have been insured). Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this This Agreement may be terminated by the Representatives Representative by notice given to the Company if at any timetime prior to closing: (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading settlement in securities generally on either the Nasdaq Stock Market or Market, the NYSE or any over-the-counter market shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchange; (ii) trading or settlement in any securities of Company on the Nasdaq Stock Market shall have been suspended or limited, (iii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may (A) interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured and (B) make it inadvisable to proceed with the offering of the Securities in the manner and on the terms described in the Pricing Disclosure Package. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xi) the Company or any Initial Guarantor to any Initial Purchaser, except that the Company and the Initial Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 4, 9 and 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (ii)(a) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or (b) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateTime, this Agreement may be terminated by the Representatives Underwriter by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authoritiesDelaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriter there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriter is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Underwriter may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial Purchaserthe Underwriter, except that and the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriter pursuant to Sections 4 5 and 6 7 hereof, (yb) any Initial Purchaser the Underwriter to the Company, Company or (zc) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Massachusetts, or Washington Connecticut authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange NASDAQ; (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Washington York, principal jurisdiction of issuer authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Changematerial adverse change, or any development or event involving a prospective material adverse change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this This Agreement may be terminated by the Representatives by notice given to the Company if (a) at any time: time after the execution and delivery of this Agreement and prior to the First Closing Date (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”)Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described contemplated in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (b) in the case of any of the events specified 9(a)(i)-(v), such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Shares in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 9 shall be without liability on the part of (x) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 5 and 6 hereof, (y) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders or any person controlling the Company or the Selling Stockholders, or (z) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock NASDAQ Global Select Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Texas or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Stockholders shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securitiesSecurities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company or any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Securities by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or materially limited, or the minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of the securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredinsured or (vi) the rating assigned by any “nationally recognized statistical rating organization” (as such term is defined in Section 3(a)(62) of the Exchange Act) to any debt securities of the Company as of the date hereof shall have been lowered since the date hereof or if any such rating agency shall have publicly announced that it has placed any debt securities of the Company on what is commonly termed a “watch list” for possible downgrading. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Select Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, California, Delaware, New Jersey or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate or any Date of Delivery, this Agreement may be terminated by the Representatives Representatives, by notice given to the Company and the Forward Sellers if (a) at any time: time (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)The NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock The NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or (vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver, or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company any party to any Initial Purchaser, other party except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters and the Forward Sellers pursuant to Sections 4 Section 7 hereof and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections Section 8 and 9 hereof shall at all times be effective and shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Janney by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington Maryland authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Janney is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Janney there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Janney may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Texas authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse ChangeEffect; or (v) the Company or any of the Subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company or any of the Subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholders if at any time: time (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq National Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company or the Selling Stockholders to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant Representatives and the Underwriters to the extent provided in Sections 4 and 6 hereof, (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Stockholders, or (zc) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”)Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xa) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser to the Company, or (zc) any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateDate or any Date of Delivery, this Agreement may be terminated by the Representatives Representatives, by notice given to the Company [and the Forward Sellers] if (a) at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)The NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock The NASDAQ Global Select Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured; or [(vi) if a Forward Seller, pursuant to Section 3(a)(ii) or 3(b)(ii) hereof, does not deliver Borrowed Shares for sale, and the Company fails to deliver, pursuant to Section 12 hereof, a number of shares of Common Stock equal to the number of shares that such Forward Seller does not deliver,] or (b) in the case of any of the events specified in clauses (a)(i)-(vi) of this Section 10, such event singly or together with any other event, makes it, in your judgment, impracticable or inadvisable to market the Common Stock in the manner and on the terms contemplated in the Prospectus. Any termination pursuant to this Section 10 shall be without liability on the part of (x) the Company any party to any Initial Purchaser, other party except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters [and the Forward Sellers] pursuant to Sections 4 Section 7 hereof and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections Section 8 and 9 hereof shall at all times be effective and shall survive such terminationtermination and remain effective at all times.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either any of the NYSE, Nasdaq Stock Market or the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, Ohio or New York or Washington authorities; (iii) there shall have occurred any outbreak of new or escalation of existing national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is so material and adverse and makes as to make it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Shares in the manner and on the terms described in the Pricing Registration Statement, the General Disclosure Package and the Prospectus or to enforce contracts for the sale of securities; (iv) in the reasonable judgment of the Representatives Representative there shall have occurred any been a Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xa) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereofUnderwriter, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party party, except that the provisions of Sections 8 Section 6 and 9 hereof Section 7 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) the Company or the Selling Stockholder shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriter’s obligations set forth in Section 6 hereunder is not fulfilled or waived by the Underwriter, (iii) trading or quotation of any of in the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), NASDAQ Global Market or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the NYSE shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NASDAQ Global Market by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 4, in each case of federal(i) through (iv) herein, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsUnderwriter’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes would make it impracticable or inadvisable to proceed with the offering offering, sale or and/or delivery of the Securities in Shares as contemplated by the manner Registration Statement and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 5(a)(vii) and 9 Section 7 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section 9, the Company and the Selling Stockholder shall be notified promptly by the Underwriter by telephone, confirmed by letter as provided in Section 11.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”), Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (yb) any Initial Purchaser Underwriter to the Company, Company or (zc) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company Partnership if at any time: (i) trading or quotation of in any of the CompanyPartnership’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; or (iii) there shall have occurred any outbreak or escalation of national or international hostilities involving the United States or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as if the effect of any such event specified in clauses (i) through (iii) is, in the sole judgment of the Representatives is Representative, so material and or adverse and makes as to make it impracticable impractical or inadvisable to proceed with the offering sale or delivery placement of the Securities with the Subsequent Purchasers on the terms and in the manner and on the terms described contemplated in the Pricing Disclosure Package or to enforce contracts for and the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredFinal Offering Memorandum. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company either Issuer or any Guarantor to any Initial Purchaser, except that the Company Issuers and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to either of the CompanyIssuers or any Guarantor, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations set forth in Section 5 hereunder is not fulfilled or waived by the Representative, (iii) trading or quotation of any of in the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), NASDAQ Capital Market or trading in securities generally on either the Nasdaq Stock NASDAQ Capital Market or the NYSE shall have been suspended or limitedsuspended, or (iii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NASDAQ Capital Market by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction (iiwhich includes the Company’s Common Stock), or (iv) a general banking moratorium shall have been declared by any federal or state authorities which prevents payment by an Underwriter pursuant to Section 3, in each case of federal(i) through (iv) herein, New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation the effect of national or international hostilities or any crisis or calamitywhich, or any change in the United States or international financial marketsRepresentative’s good faith judgment, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes would make it impracticable or inadvisable to proceed with the offering offering, sale or and/or delivery of the Securities in Shares as contemplated by the manner Registration Statement and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredProspectus. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 4(a)(vii) and 9 Section 6 hereof shall at all times be effective and shall survive such termination. (b) If the Representative elects to terminate this Agreement as provided in this Section 8, the Company shall be notified promptly by the Representative by telephone, confirmed by letter as provided in Section 10.

Termination of this Agreement. Prior to the purchase of the Firm Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: (ia) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iib) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xi) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yii) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, Date this Agreement may be maybe terminated by the Representatives by notice given to the Company if at any time: time during such period (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”)Market, or trading in securities generally on either of the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may to interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authoritiesIndiana; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the reasonable judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the reasonable judgment of the Representatives Jefferies may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Offered Shares by the Underwriters on the Closing Date, this Agreement may be terminated by the Representatives Representative in its sole discretion by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Nasdaq Stock Exchange (the “NYSE”), Market LLC or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange LLC shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Notes in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 9 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (yb) any Initial Purchaser Underwriter to the Company, Company or (zc) of any party hereto to any other party except that the provisions of Sections 8 and 9 hereof Section 7 (“Indemnification”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse ChangeEffect; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Initial Securities by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; , (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strikefailed, fire, flood, earthquake, accident refused or been unable to perform in any material respect any agreement on its part to be performed hereunder or (v) any other calamity of such character as in condition to the judgment obligations of the Representatives may interfere materially with Underwriters hereunder as provided in Section 6 of this Agreement is not fulfilled when and as required unless waived by the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insuredRepresentative. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to Acquisition and the Company if at any time: time (i) trading or quotation of any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York Delaware or Washington any other state authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of market the Securities in the manner and on the terms described in the Pricing Disclosure Package Offering Memorandum or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) Change the Company shall have sustained a loss by strikeeffect of which, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representatives may interfere materially Initial Purchasers, makes it impracticable to proceed with the conduct offering of the business and operations of the Company regardless of whether or not such loss shall have been insuredNotes. Any termination pursuant to this Section 10 shall be without liability on the part of (xa) Acquisition or the Company to any Initial Purchaser, except that Acquisition and the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser to Acquisition or the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 8, Section 9 and 9 hereof Section 18 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives Underwriters by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Maryland or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial financial, or economic conditions, as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Common Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident accident, terrorist attack, act of war or other calamity of such character as in the sole judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections 4 Section 5 (the “Payment of Expenses”) and Section 6 (the “Reimbursement of Underwriters’ Expenses”) hereof, (yb) any Initial Purchaser Underwriter to the Company, or (zc) of any party hereto to any other party except that the provisions of Sections Section 8 (“Indemnification”) and Section 9 hereof (“Contribution”) shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, Date this Agreement may be terminated by the Representatives Representative by notice given to the Company and the Selling Shareholder if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq Global Market, or trading in securities generally on either the Nasdaq Stock Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; or (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company or the Selling Shareholder to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholder shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholder, or (zc) of any party hereto to any other party except that the provisions of Sections Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing DateTime, this Agreement may be terminated by the Representatives Underwriters by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the NYSE or the Nasdaq Stock Market or the NYSE Market, Inc. shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington authoritiesDelaware authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States has occurred; (iii) in the judgment of the Underwriters there shall have occurred any Material Adverse Change; (iv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Underwriters is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Underwriters may interfere materially with the conduct of the business and operations of the Company Company, regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company to any Initial Purchaserthe Underwriters, except that and the Company shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections 4 5 and 6 7 hereof, (yb) any Initial Purchaser the Underwriters to the Company, Company or (zc) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ Global Select Market, or trading in securities generally on either the Nasdaq Stock NASDAQ Global Market or the NYSE New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies and Xxxxxx Xxxxxxx is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Jefferies and Xxxxxx Xxxxxxx there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Jefferies and Xxxxxx Xxxxxxx may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (ia) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (iib) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iiic) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (ivd) in the judgment of the Representatives there shall have occurred any Material Adverse Changechange, or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results of operations or prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; or (ve) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xi) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yii) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, or Washington Massachusetts authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Jefferies and Piper is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Changematerial adverse change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 ‎Section 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections ‎Section 4 and 6 hereof, or ‎Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 ‎Section 9 and 9 hereof ‎Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange NYSE; (the “NYSE”), or ii) trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior The Initial Purchasers may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: Date (i) trading or quotation of any of the Company’s securities generally shall have been suspended or materially limited by on, or by, as the Commission or by case may be, any of the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either the Nasdaq Stock Market Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or limitedin any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices clearance services in the United States shall have been generally established occurred, (iv) any moratorium on any of such quotation system or stock exchange by the Commission or FINRA; (ii) a general commercial banking moratorium activities shall have been declared by any of federal, federal or New York State authorities or Washington authorities; (iiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamityhostilities, or any change in the United States or international financial markets, markets or any substantial change calamity or development involving a prospective substantial change in United States’ or international politicalcrisis that, financial or economic conditions, as in the judgment of the Representatives Representatives, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it it, in the judgment of the Representatives, impracticable or inadvisable to proceed with the offering offer, sale or delivery of the Securities on the terms and in the manner and on the terms described contemplated in the Pricing Disclosure Package or to enforce contracts for the sale of securitiesOffering Memorandum; (ivvi) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvii) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 5 and 6 7 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 9 and 9 10 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or the stock exchange by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Notes in the manner and on the terms described in the Pricing Disclosure Package Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse ChangeEffect with respect to the business, condition (financial or otherwise), results of operations, stockholders' equity, properties or prospects of the Company and its Subsidiaries, taken as a whole; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives Initial Purchasers by notice given to the Company if at any timetime after the date of this Agreement: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)NASDAQ, or trading in securities generally on either the Nasdaq Stock Market NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, New York or Washington Delaware authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives Initial Purchasers is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company and its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives Initial Purchasers may interfere materially with the conduct of the business and operations of the Company and its subsidiaries regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xi) the Company or any Guarantor to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (yii) any Initial Purchaser to the Company, or (ziii) any party hereto to any other party party, except that the provisions of Sections 8 and 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”)Nasdaq, or trading in securities generally on either the Nasdaq or The New York Stock Market or the NYSE Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRAexchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York York, Delaware or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company to any Initial PurchaserUnderwriter, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers Representatives and the Underwriters pursuant to Sections Section 4 and 6 hereof, or Section 7 hereof or (yb) any Initial Purchaser Underwriter to the Company; provided, or (z) any party hereto to any other party except however, that the provisions of Sections 8 Section 9 and 9 hereof Section 10 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the First Closing Date, this Agreement may be terminated by the Representatives Representative by notice given to the Company if at any time: time (i) trading or quotation of in any of the Company’s 's securities shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), or trading in securities generally on either the Nasdaq Stock Market or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federal, State of New York or State of Washington authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ ' or international political, financial or economic conditions, as in the judgment of the Representatives Representative is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered Shares in the manner and on the terms described in the Pricing Disclosure Package Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Representative there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the sole judgment of the Representatives Representative may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 11 shall be without liability on the part of (xa) the Company or the Selling Shareholders to any Initial PurchaserUnderwriter, except that the Company and the Selling Shareholders shall be obligated to reimburse the expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 Section 5 (the "Payment of Expenses") and Section 6 ("Reimbursement of the Underwriters' Expenses") hereof, (yb) any Initial Purchaser Underwriter to the Company, Company or (zc) of any party hereto to any other party hereto except that the provisions of Sections Section 8 ("Indemnification") and Section 9 ("Contribution") hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Issuer if at any time: (i) trading or quotation of in any of the Company’s or the Issuer’s securities shall have been suspended or materially limited by the Commission or by the New York Stock Exchange Commission, (the “NYSE”), or ii) trading in securities generally on either the Nasdaq NASDAQ Stock Market or the NYSE New York Stock Exchange shall have been suspended or materially limited, or minimum or maximum prices shall have been generally established on any of such quotation system or stock exchange by the Commission or FINRA; (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering offering, sale or delivery of the Securities in the manner and on the terms described in the Pricing General Disclosure Package or to enforce contracts for the sale of securities; (ivv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (vvi) the Company or the Issuer shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company or the Issuer regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (xa) the Company or the Issuer to any Initial PurchaserUnderwriter, except that the Company and the Issuer shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections 4 5(h) and 6 8 hereof, (yb) any Initial Purchaser Underwriter to the CompanyCompany and the Issuer, or (zc) any party hereto to any other party except that the provisions of Sections 8 and Section 9 hereof shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior (a) The Underwriter shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given Date or any Option Closing Date (as to the Company Option Shares and Option Warrants to be purchased on such Option Closing Date only), if at any time: (i) trading or quotation of any of in the Company’s securities Common Stock shall have been suspended or limited by the Commission or by the New York Stock Exchange (the “NYSE”), NASDAQ Capital Market or trading in securities generally on either the Nasdaq NASDAQ Global Market, NASDAQ Capital Market, New York Stock Market Exchange or the NYSE Alternext shall have been suspended or limitedsuspended, or (ii) minimum or maximum prices for trading shall have been generally established fixed, or maximum ranges for prices for securities shall have been required, on any the NASDAQ Global Market, NASDAQ Capital Market, New York Stock Exchange or NYSE Alternext, by such exchange or by order of such quotation system or stock exchange by the Commission or FINRA; any other governmental authority having jurisdiction, (iiiii) a general banking moratorium shall have been declared by any of federal, federal or New York or Washington state authorities; , (iiiiv) there shall have occurred any attack on, outbreak or escalation of national or international hostilities or act of terrorism involving the United States, any crisis or calamity, or any change in declaration by the United States of a national emergency or international war, any substantial change in financial markets, or any substantial change or development involving a prospective substantial change in United States’ States or international political, financial or economic conditionsconditions or any other calamity or crisis, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the offering sale or delivery of the Securities in the manner and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a suffers any loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of calamity, whether or not such loss shall have been insuredcovered by insurance, the effect of which, in each case described in this subsection (a), in the Underwriter’s reasonable judgment is material and adverse and makes it impractical or inadvisable to proceed with the completion of the sale of and payment for the Securities. Any such termination pursuant to this Section 10 shall be without liability on the part of (x) the Company to any Initial Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (y) any Initial Purchaser to the Company, or (z) any party hereto to any other party except that the provisions of Sections 8 Section 5(a)(viii) and 9 Section 7 hereof shall at all times be effective and shall survive such termination. (b) If the Underwriter elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Underwriter by telephone, confirmed by letter.