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 On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Representatives Lead Managers by notice given to the Company Transaction Parties if at any time: time (i) trading or quotation of in any of the CompanyTransaction Party’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 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 Lead Managers 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 Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives Lead Managers, 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 United States or with respect to the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether Clearstream or not such loss shall have been insuredEuroclear systems in Europe. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company Issuer to any Initial PurchaserUnderwriter, except that the Company Transaction Parties shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections Section 4 and Section 6 hereof, (yb) any Initial Purchaser Underwriter to the Companyany Transaction Party, or (zc) of any party hereto to any other party party, except that the provisions of Sections 8 Section 9 and 9 Section 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 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 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 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”)The 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, 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 material and adverse and makes it impracticable or inadvisable to proceed with market, sell or deliver 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 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 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 8 Section 8, Section 9, Section 12 and 9 hereof Section 16 shall at all times be effective and shall survive such termination.

Termination of this Agreement. Prior On or after the Initial Sale Time and prior to the Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company Issuer if at any time: time (i) trading or quotation of in any of the CompanyIssuer’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 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 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 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 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 11 shall be without liability on the part of (xa) the Company Issuer to any Initial PurchaserUnderwriter, except that the Company Issuer shall be obligated to reimburse the expenses of the Initial Purchasers Underwriters pursuant to Sections 4 and 6 hereof, (yb) any Initial Purchaser Underwriter to the CompanyIssuer, 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 (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.

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.

Termination of this Agreement. Prior On or after the Initial Sale Time and 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 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 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 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 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 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 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 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. (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 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 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 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 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 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 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 Initial 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: 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 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 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 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 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 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 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 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 Stockholders if at any time: 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”)Exchange, 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 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, 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 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 11 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 Representative and the Underwriters pursuant to Sections 4 and 6 7 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 The Representative may terminate this Agreement with respect to the Notes by notice to the Company at any time on or prior to the Closing Date, this Agreement may be terminated by Date in the Representatives by notice given to event that the Company if shall have failed, refused or been unable to perform in any material respect all obligations and satisfy in any material respect all conditions on its part to be performed or satisfied hereunder at or prior thereto or 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) there has been a material disruption in commercial banking or securities settlement, payment or clearance services in the United States; (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 been (A) an outbreak or escalation of national hostilities between the United States and any foreign power, (B) an outbreak or international hostilities escalation of any other insurrection or armed conflict involving the United States, (C) the occurrence of any other calamity or crisis or calamity, or any change in involving the United States or international financial markets, or (D) any substantial change or development involving a prospective substantial change in United States’ general economic, political or international politicalfinancial conditions which has an effect on the U.S. financial markets that, financial or economic conditions, as in the case of any event described in this clause (iv), in the sole judgment of the Representatives is material and adverse and Representative, makes it impracticable or inadvisable to proceed with the offering offer, sale or and delivery of the Securities in the manner and on the terms described Notes as disclosed in the Pricing Disclosure Package or to enforce contracts for the sale Final Offering Memorandum, exclusive of securitiesany amendment or supplement thereto; or (ivv) in the judgment of the Representatives Representative there shall have occurred or exist any Material Adverse Change; event or (vcondition a type described in Section 2(l) the Company shall have sustained a loss by strikehereof or any other loss, fire, flood, earthquake, accident event 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 8 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 Section 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 Section 7 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 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 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 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 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 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 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 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 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 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 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 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 (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 state, or Washington local 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 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 reasonable 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 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 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, (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 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 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 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 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 (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, 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 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 change, 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, that would have a 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 Closing Date, this This Agreement may be terminated by the Representatives by notice given to the Company and the Selling Shareholders 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 National Association of Securities Dealers, Inc.; (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 insuredinsured or (b) in the case of any of the events specified in 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 Shareholders to any Initial PurchaserUnderwriter, 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 5 and 6 hereof, (y) any Initial Purchaser Underwriter to the Company, Company or any person controlling the Company or the Selling Shareholders 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 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 (a) Each Agent and each Forward Purchaser 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 or any Terms Agreement if (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 in any over-the-counter 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 the United States’ or international political, financial or economic conditions, as in the judgment of the Representatives such Agent or Forward Purchaser 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 such Agent or Forward Purchaser 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 such Agent or Forward Purchaser 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; or (vi) any material disruption of settlements of securities or clearance services in the United States that would materially impair settlement and clearance with respect to the Shares. Any termination pursuant to this Section 10 13(a) shall be without liability on the part of (xA) the Company to any Initial such Agent or Forward Purchaser, except that the Company shall be obligated to reimburse the expenses of the Initial Purchasers such Agent pursuant to Sections 4 and 6 Section 7(h) hereof, (yB) any Initial such Agent or Forward Purchaser 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.

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 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 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 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 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, or Washington Virginia 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 On or after the Initial Sale Time and 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 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 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 and 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 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 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 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 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: (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 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; (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 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 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 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 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 Pennsylvania 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, (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 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 the FINRA; (ii) a general banking moratorium shall have been declared by any of U.S. federal, New York York, or Washington United Kingdom or Belgian 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 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; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services; 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 (xi) 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 5 and 6 7 hereof, (yii) any Initial Purchaser Underwriter to the Company, or (ziii) any party hereto to any other party except that the provisions of Sections 8 10, 11 and 9 17 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 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”)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, 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 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 to the extent 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 or the Selling Stockholders 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 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 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 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 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, Illinois 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 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) (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 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 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 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 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 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 Representative 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 Representative, there shall have occurred any Material Adverse Change or any Westar 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 Representative and the Underwriters pursuant to Sections Section 4 and Section 6 hereof, (yB) any Initial Purchaser Underwriter to the 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, 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 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 subsequent to the execution 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 Nasdaq Stock Exchange (the “NYSE”)Market, Inc., or trading in securities generally on either the Nasdaq Stock Market Market, Inc., 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 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 ChangeChange to the Company; 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 and the Selling Stockholders 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 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 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 (a) The Representative shall have the right to terminate this Agreement by giving notice to the Company and the Selling Stockholders 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 Secondary Option Shares to be purchased on such Option Closing Date only), if at any time: in the discretion of the Representative, (i) trading or quotation of any of the Company’s securities generally shall have been suspended or materially limited by the Commission on or by any of the New York Stock Exchange (the “NYSE”)Exchange, or trading in securities generally on either NYSE American, the Nasdaq Stock Market Market, the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the NYSE Chicago Board of Trade; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such quotation system exchange or stock exchange by the Commission or FINRAin any over-the-counter market; (iiiii) a general moratorium on commercial banking moratorium activities shall have been declared by any of federal, federal or New York or Washington State authorities; (iiiiv) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in financial markets or any calamity or crisis, either within or outside the United States or international financial marketsStates, or any substantial change or development involving a prospective substantial change in United States’ or international politicalthat, 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 Shares on the Closing Date or any Option Closing Date, as the case may be, on the terms and in the manner and on contemplated by this Agreement, the terms described in Registration Statement, the Pricing Time of Sale Disclosure Package or to enforce contracts for the sale of securitiesFinal Prospectus; or (ivv) in the judgment of the Representatives Representative, there shall have occurred any Material Adverse Change; has been, since the time of execution of this Agreement or (v) since the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity respective dates as of such character as which information is given in the judgment Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of Company, whether or not such loss shall have been insuredarising in the ordinary course of business. 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), Section 5(b)(i) and 9 Section 7 hereof 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 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’ 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 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 all expenses of the Initial Purchasers Representative and the Underwriters pursuant to Sections 4 Section 6 (the “Payment of Expenses”) and 6 Section 7 (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 Section 8 and 9 hereof (“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 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 (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 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 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 Senior 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 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, 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 by notice given to the Company and the Selling Stockholder 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 York, or Washington United States 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 insuredEffect. Any termination pursuant to this Section 10 12 shall be without liability on the part of (xa) the Company or the Selling Stockholder 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 CompanyCompany or the Selling Stockholder; 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 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 '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 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 reasonable 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 and the Selling Stockholders 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 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 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 been 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 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 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 ADSs by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives Jefferies and Barclays 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 or by, as the Nasdaq case may be, any of the London Stock Market Exchange, the 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 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 Jefferies and Barclays is material and adverse and makes it impracticable or inadvisable to proceed with market the offering sale or delivery of the Securities Offered ADSs 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 Barclays 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 Barclays 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 (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.

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 (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 (Market or the “NYSE”)Indian Exchanges, or trading in securities generally on either any of the Nasdaq Stock Market Market, the New York Stock Exchange or one of the NYSE Indian Exchanges 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 Commission, the NASD or FINRAany Indian regulatory authorities; (ii) a general banking moratorium shall have been declared by any of federalUnited States, Indian, New York or Washington California authorities; (iii) there shall have occurred any outbreak or escalation of national United States, Indian or other international hostilities or any crisis or calamity, or any change in the United States States, Indian or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ , Indian 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 ADSs 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 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 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 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 or Energizer Holdings’ 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 Missouri 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 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 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 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, 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 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 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, 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 NASDAQ Stock Exchange (the “NYSE”)Market, 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 exchanges by the Commission or FINRAthe NASD; (ii) a general banking moratorium shall have been declared by any of federalfederal or New York, New 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 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 commercially reasonable 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 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 and the Selling Stockholders 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, Company 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 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: 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 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 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 and the Selling Shareholders 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 State authorities; (iii) there shall have occurred (A) any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in involving the United States or international financial marketsthe declaration by the United States of a national emergency or war, or (B) any substantial change or development involving a prospective substantial change in the United States’ or international political, financial or economic conditionsconditions if the effect of any such event described in subclause (A) or (B) of this clause, 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 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 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 Representatives and the Underwriters pursuant to Sections 4 and 6 7 hereof, (yb) any Initial Purchaser Underwriter to the CompanyCompany or the Selling Shareholders, 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 Securities 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: (i) trading or quotation of in any of the Company’s securities shall have been suspended or limited by the Commission Commission, any other securities regulatory authority, or by the New York Stock Exchange (the “NYSE”), Nasdaq or trading in securities generally on either the Nasdaq Stock Market or the NYSE or Nasdaq 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, U.S. federal or New York or Washington authoritiesauthorities or a major disruption of securities settlements or clearing services in the United States shall have occurred and be continuing; (iii) there shall have occurred any outbreak or escalation of national or international hostilities 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 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 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 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 (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, 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, Section 10, and 9 hereof Section 12 shall at all times be effective and shall survive such termination. If this Agreement is terminated prior to the purchase of the Firm Securities by the Underwriters on the Closing, and the Company consummates a public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) by investors whom Representative had contacted on or before the date hereof or introduced to the Company on or before the date hereof, then Representative shall be entitled to receive with respect to each Tail Financing (i) a cash fee, or as to an underwritten public offering a discount, equal to 7.0% of the aggregate gross proceeds raised in the Tail Financing, and (ii) warrants to purchase that number of shares of Common Stock of the Company equal to 7.0% of the aggregate number of shares of Common Stock issued and sold in the public or private offering that constitutes the Tail Financing, issuable to the Representative or its designees, with such warrants having the same terms as the warrants issued to investors in such underwritten public offering, except that the exercise price shall equal to 125% of the public offering price.

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) 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 Stockholder 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 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 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 change, or any development that could be expected to result in a change, that could be expected, individually or in the aggregate, to have a 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 or the Selling Stockholder 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 CompanyCompany or the Selling Stockholder; 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 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 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 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 and the Selling Stockholders 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 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 exchanges by the Commission or the 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 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 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 CompanyCompany or the Selling Stockholders, 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 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 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 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 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 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 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 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.