By Representative Sample Clauses
By Representative. This Agreement may be terminated with respect to the Firm Shares or any Option Shares in the sole discretion of the Representative by notice to the Company given prior to the Firm Closing Date or the related Option Closing Date, respectively, in the event that the Company shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Firm Closing date or such Option Closing Date, respectively:
(a) the Company shall have sustained any material loss or interference with its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding or there shall have been any material adverse change, or any development involving a prospective material adverse change (including financial or otherwise), in the business, prospects net worth or results of operations of the Company, except in each case as described in or contemplated by the Prospectus (exclusive of any amendment or supplement thereto);
(b) trading in the Common Stock shall have been suspended by the Commission or the National Association of Securities Dealers Automated Quotation SmallCap Market or trading in securities generally on the New York Stock Exchange or the American Stock Exchange shall have been suspended or minimum or maximum prices shall have been established on any such exchange or market system;
(c) a banking moratorium shall been declared by New York, California, or United States authorities; or
(d) there shall have been (i) an outbreak or escalation of hostilities between the United States and any foreign power, (ii) an outbreak or escalation of any other insurrection or armed conflict involving the United States or (iii) any other calamity or crisis having an effect on the financial markets that, in the reasonable judgement of the Representative, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares as contemplated by the Registration Statement, as amended as of the date hereof.
By Representative. Representative represents, warrants and covenants as follows:
(i) Representative is a corporation duly organized and validly existing under the laws of the State of Delaware and has the full right, power and authority to enter into this Agreement and to perform all of its obligations hereunder;
(ii) this Agreement has been duly and validly executed and delivered by Representative and constitutes the valid and legally binding obligation of Representative enforceable in accordance with its terms;
(iii) the execution and delivery of this Agreement by Representative will not result in a breach of or constitute a default under any agreement, instrument or obligation to which Representative is a party, nor will the execution and delivery of this Agreement violate any order or decree of any court, administrative agency or governmental body or require the approval of any governmental body, agency or authority; and
(iv) Representative is not bankrupt or insolvent, nor is it a party to any pending or threatened bankruptcy or insolvency or similar proceeding.
By Representative. Representative agrees to release, indemnify and hold harmless Owner, its officers, agents and employees, from and against all injuries, loss, causes of action, claims, liability, damages or judgments, including costs, expenses and reasonable attorneys’ fees, which arise directly as a result of wrongful acts or negligent acts and/or errors and/or omissions of Representative in the performance of the Work by Representative. Representative shall not, under any circumstances, be responsible, either directly or indirectly, for wrongful acts or negligent acts and/or errors and/or omissions of any members of the Project Team.
By Representative. This Agreement may be terminated with respect to the Firm Units or any Option Units in the sole discretion of the Representative by notice to the Company given prior to the Firm Closing Date or the related Option Closing Date, respectively, in the event that the Company shall have failed, refused or been unable to perform all
By Representative i. The representative must represent and warrant that he/she has the requisite skills, qualifications, knowledge, and experience to competently negotiate, draft, and enforce a coach’s contract.
ii. The services to be performed pursuant to the Representation Agreement shall be performed consistent with industry standards.