Common use of Effectiveness of Agreement and Termination Clause in Contracts

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriter to the Company, by notice to the Company, if prior the Closing Date, (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market shall have been suspended or materially limited, (ii) general moratorium on commercial banking activities in New York or Colorado shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostile or other international or domestic calamity, crisis or change in political, financial or economic condition the effect of which on the financial markets of the United States is such as to make it, in the judgement of the Underwriters impracticable or inadvisable to commence or continue the offering of the Shares on the terms and in the manner contemplated in the Prospectus. Notice of such termination may be given to the Company by telegram, telecopy telephone and shall be subsequently confirmed by letter. If on the Closing Date any one or more of the Underwriters shall fail or refuse to purchase the Shares which it or they have agreed to purchase hereunder on such date and the aggregate number of Shares which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Shares set forth opposite its name in Exhibit B bears to the total number of Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as the Underwriters may specify, to purchase the Shares which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Shares without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Shares and the aggregate number of Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters, and arrangements satisfactory to the Underwriters and the Company for purchase of such Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriters and the Company. In any such case which does not result in termination of this Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such Underwriter under this Agreement. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non- defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters, and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement.

Effectiveness of Agreement and Termination. This Agreement ------------------------------------------ shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement shall may be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriter terminated at any time prior to the Company, Closing Date by the Initial Purchasers by written notice to the Company, Company if prior any of the Closing Date, following has occurred: (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market shall have been suspended or materially limited, (ii) general moratorium on commercial banking activities in New York or Colorado shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostile hostilities or other national or international calamity or domestic calamity, crisis or change in political, financial economic conditions or economic condition the effect of which on in the financial markets of the United States is such as to make itthat, in the judgement of Initial Purchasers' judgment, is material and adverse and, in the Underwriters Initial Purchasers' judgment, makes it impracticable or inadvisable to commence or continue market the offering of the Shares Senior Notes on the terms and in the manner contemplated in the Prospectus. Notice Offering Circular, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities or other instruments on any such termination may be given to exchange or the Company Nasdaq National Market, (iii) the declaration of a banking moratorium by telegrameither federal or New York State authorities or (iv) the taking of any action by any federal, telecopy telephone and shall be subsequently confirmed by letterstate or local government or agency in respect of its monetary or fiscal affairs which in the opinion of the Initial Purchasers has a material adverse effect on the financial markets in the United States. If on the Closing Date any one or more of the Underwriters Initial Purchasers shall fail or refuse to purchase the Shares Senior Notes which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Shares the Senior Notes which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number aggregate principal amount of Shares the Senior Notes to be purchased on such date by all UnderwritersInitial Purchasers, each non-defaulting Underwriter Initial Purchaser shall be obligated severally, in the proportion which the number principal amount of Shares the Senior Notes set forth opposite its name in Exhibit B SCHEDULE A bears to the total number aggregate principal amount of Shares the Senior Notes which all the non-defaulting UnderwritersInitial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as the Underwriters you may specify, to purchase the Shares Senior Notes which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number aggregate principal amount of Shares the Senior Notes which any Underwriter Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Shares the Senior Notes without the written consent of such UnderwriterInitial Purchaser. If on the Closing Date any Underwriter Initial Purchaser or Underwriters Initial Purchasers shall fail or refuse to purchase Shares the Senior Notes and the aggregate number principal amount of Shares the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares the Senior Notes to be purchased on such date by all Underwriters, Initial Purchasers and arrangements satisfactory to the Underwriters Initial Purchasers and the Company for purchase of such Shares Senior Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriters Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus Offering Circular or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such Underwriter under this Agreement. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non- defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters, and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter Initial Purchaser from liability in respect of any default of any such Underwriter Initial Purchaser under this Agreement.

Effectiveness of Agreement and Termination. This Agreement shall ------------------------------------------ become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement shall be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriter to the Company, by notice to the Company, if prior the Closing Date, (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market shall have been suspended or materially limited, (ii) general moratorium on commercial banking activities in New York or Colorado shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostile or other international or domestic calamity, crisis or change in political, financial or economic condition the effect of which on the financial markets of the United States is such as to make it, in the judgement of the Underwriters impracticable or inadvisable to commence or continue the offering of the Shares on the terms and in the manner contemplated in the Prospectus. Notice of such termination may be given to the Company by telegram, telecopy telephone and shall be subsequently confirmed by letter. If on the Closing Date any one or more of the Underwriters Initial Purchasers shall fail or refuse to purchase the Shares Units which it or they have agreed to purchase hereunder on such date and the aggregate number amount of Shares the Units which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number aggregate amount of Shares the Units to be purchased on such date by all UnderwritersInitial Purchasers, each non-defaulting Underwriter Initial Purchaser shall be obligated severally, in the proportion which the number amount of Shares the Units set forth opposite its name in Exhibit Schedule B bears to the total number aggregate amount of Shares the Units which all the non-defaulting UnderwritersInitial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as the Underwriters you may specify, to purchase the Shares Units which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number aggregate amount of Shares the Units which any Underwriter Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number amount of Shares the Units without the written consent of such UnderwriterInitial Purchaser. If on the Closing Date any Underwriter Initial Purchaser or Underwriters Initial Purchasers shall fail or refuse to purchase Shares the Units and the aggregate number amount of Shares the Units with respect to which such default occurs is more than one-tenth of the aggregate number amount of Shares the Units to be purchased on such date by all Underwriters, Initial Purchasers and arrangements satisfactory to the Underwriters Initial Purchasers and the Company for purchase of such Shares the Units are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriters Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus Offering Circular or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such Underwriter under this Agreement. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non- defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters, and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter Initial Purchaser from liability in respect of any default of any such Underwriter Initial Purchaser under this Agreement. This Agreement may be terminated at any time on or prior to the Closing Date by the Initial Purchasers by written notice to the Company if any of the following has occurred: (i) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in the Initial Purchasers' judgment, is material and adverse and, in the Initial Purchasers' judgment, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Offering Circular, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market or limitation on prices for securities or other instruments on any such exchange or the Nasdaq National Market, (iii) the suspension of trading of any securities of the Company or any Guarantor on any exchange or in the over-the-counter market, (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, (v) the declaration of a banking moratorium by either federal or New York State authorities or (vi) the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the financial markets in the United States.

Effectiveness of Agreement and Termination. This Agreement shall become effective upon the execution and delivery of this Agreement by the parties hereto. This Agreement shall may be subject to termination in the absolute discretion of the Underwriters, without liability on the part of the Underwriter terminated at any time prior to the Company, Closing Date by the Initial Purchasers by written notice to the Company, Company if prior any of the Closing Date, following has occurred: (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or Nasdaq National Market shall have been suspended or materially limited, (ii) general moratorium on commercial banking activities in New York or Colorado shall have been declared by either federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostile hostilities or other national or international calamity or domestic calamity, crisis or change in political, financial economic conditions or economic condition the effect of which on in the financial markets of the United States is such as to make itthat, in the judgement of Initial Purchasers' judgment, is material and adverse and, in the Underwriters Initial Purchasers' judgment, makes it impracticable or inadvisable to commence or continue market the offering of the Shares Senior Notes on the terms and in the manner contemplated in the Prospectus. Notice Offering Circular, (ii) the suspension or material limitation of trading in securities or other instruments on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities or other instruments on any such termination may be given to exchange or the Company Nasdaq National Market, (iii) the declaration of a banking moratorium by telegrameither federal or New York State authorities or (iv) the taking of any action by any federal, telecopy telephone and shall be subsequently confirmed by letterstate or local government or agency in respect of its monetary or fiscal affairs which in the opinion of the Initial Purchasers has a material adverse effect on the financial markets in the United States. If on the Closing Date any one or more of the Underwriters Initial Purchasers shall fail or refuse to purchase the Shares Senior Notes which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Shares the Senior Notes which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number aggregate principal amount of Shares the Senior Notes to be purchased on such date by all UnderwritersInitial Purchasers, each non-defaulting Underwriter Initial Purchaser shall be obligated severally, in the proportion which the number principal amount of Shares the Senior Notes set forth opposite its name in Exhibit B Schedule A bears to the total number aggregate principal amount of Shares the Senior Notes which all the non-defaulting UnderwritersInitial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as the Underwriters you may specify, to purchase the Shares Senior Notes which such defaulting Underwriter Initial Purchaser or UnderwritersInitial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the number aggregate principal amount of Shares the Senior Notes which any Underwriter Initial Purchaser has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Shares the Senior Notes without the written consent of such UnderwriterInitial Purchaser. If on the Closing Date any Underwriter Initial Purchaser or Underwriters Initial Purchasers shall fail or refuse to purchase Shares the Senior Notes and the aggregate number principal amount of Shares the Senior Notes with respect to which such default occurs is more than one-tenth of the aggregate number principal amount of Shares the Senior Notes to be purchased on such date by all Underwriters, Initial Purchasers and arrangements satisfactory to the Underwriters Initial Purchasers and the Company for purchase of such Shares Senior Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriters Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either the Underwriters you or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Prospectus Offering Circular or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any such Underwriter under this Agreement. If on the Closing Date or on an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it has or they have agreed to purchase hereunder on such date and the aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the total number of Firm Shares or Additional Shares, as the case may be, to be purchased on such date by all Underwriters, each non- defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Shares to be purchased by all Underwriters, and arrangements satisfactory to you, the Company and the Selling Stockholders for purchase of such Firm Shares are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders. In any such case which does not result in termination of this Agreement, either you or the Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase such Additional Shares or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase on such date in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter Initial Purchaser from liability in respect of any default of any such Underwriter Initial Purchaser under this Agreement.