Common use of Termination; Withdrawal Clause in Contracts

Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers, acting together, at any time upon notice to the Company if (i) the Company has not complied with any covenants specified in Section 3 of this Agreement in any material respect or the representations and warranties under Section 4 are incorrect (in any material respect if not qualified as to materiality) as of the dates such representations and warranties are deemed made, (ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings herefore initiated or threatened by the Commission, (iii) there has been, since the time of execution of this Agreement or since the respective dates as of any Preliminary Prospectus or the Prospectus, any Material Adverse Effect, (iv) the Company shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Offering Materials to which Moelis or Rothschild reasonably objects or which shall be disapproved in writing by its counsel, (v) at any time prior to the Exchange Date, the Exchange Offer and Consent Solicitation is terminated or withdrawn for any reason, or (vi) there is a good faith disagreement between the either Dealer Manager and Company that would reasonably prevent the consummation of the Exchange Offer and Consent Solicitation. (b) Notwithstanding termination of this Agreement pursuant to Section 6(a) hereof, the provisions of Section 1(c) and the obligations of the Company to compensate and reimburse the Dealer Managers pursuant to Section 2 and to pay all costs and expenses incurred in connection with the performance of this Agreement and in connection with the Exchange Offer and the Consent Solicitation pursuant to Section 3(j), and the provisions of Sections 4, 5, 6(b), 7, and Sections 10 through 17 shall survive any termination of this Agreement.

Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers, acting together, Rothschild at any time upon notice to the Company if if (i) either of the Company has FW Entities do not complied comply with any covenants specified in Section 3 of this Agreement in any material respect or the representations and warranties under Section 4 are incorrect (or incorrect in any material respect if not qualified as to materiality) as of the dates such representations and warranties are deemed made, ), (ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings herefore therefor initiated or threatened by the Commission, , (iii) there has been, since the time of execution of this Agreement or since the respective dates as of any Preliminary Prospectus or the which information is given in either Prospectus, any Material Adverse Effect, , (iv) either of the Company FW Entities shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Offering Materials to which Moelis or Rothschild shall reasonably objects object or which shall be disapproved in writing by its counsel, , or (v) at any time prior to the Exchange Date, the Exchange Offer and Consent Solicitation is terminated or withdrawn for any reason, or (vi) there is a good faith disagreement between the either Dealer Manager and Company that would reasonably prevent the consummation of the Exchange Offer and Consent Solicitation. (b) Notwithstanding termination of this Agreement pursuant to subsection (a) of this Section 6(a) hereof6, the provisions of Section 1(c) and the obligations of the Company FW Entities to compensate and reimburse the Dealer Managers Rothschild pursuant to Section 2 and to pay all costs and expenses incurred in connection with the performance of this Agreement and in connection with the Exchange Offer and the Consent Solicitation pursuant to Section 3(j3(h), and the provisions of Sections 4, 5, 6(b), 7, and Sections 10 through 17 shall survive any termination of this Agreement.