Common use of Termination; Withdrawal Clause in Contracts

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its counsel, (v) at any time prior to the Exchange Date, the Exchange Offer and Consent Solicitation is terminated or withdrawn for any reason, or (vi) there is a good faith disagreement between the either Dealer Manager and Company that would reasonably prevent the consummation of the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

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

Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers, acting togetherCRT, at any time upon notice to the Company if Company, if (iA) the Company has does not complied comply in all material respects with any covenants covenant specified in Section 3 of this Agreement in any material respect or the representations and warranties under Section 4 are incorrect (in any material respect respect, provided, however, that if not qualified the failure to comply in all material respects with any covenant specified in Section 3 or the incorrect representation or warranty under Section 4 is capable of being cured by the Company, CRT must first notify the Company of such failure to comply or such incorrect representation or warranty, and the Company shall have 7 days after receipt of such notice to take such action so as to materiality) as of the dates comply or to make such representations and warranties are deemed made, representation or warranty correct in all material respects, (ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings herefore initiated or threatened by the Commission, (iii) there has been, since the time of execution of this Agreement or since the respective dates as of any Preliminary Prospectus or the Prospectus, any Material Adverse Effect, (ivB) the Company shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Offering Materials to which Moelis or Rothschild the Dealer Manager shall reasonably objects object or which shall reasonably be disapproved in writing by its counsel, , (vC) at any time prior to the Exchange Expiration Date, the Exchange Warrant Offer and Consent Solicitation is terminated or withdrawn by the Company for any reason, or or (viD) there is a good faith disagreement between the either Dealer Manager and the Company that would reasonably prevent the consummation with respect to a material term or condition of the Exchange Warrant Offer and Consent Solicitationor the Offering Materials. (b) This Agreement may be terminated by the Company, at any time upon notice to CRT, if (A) CRT does not comply in all material respects with Section 1(a) of this Agreement, provided, however, that if the failure to comply in all material respects with Section 1(a) is capable of being cured by CRT, the Company must first notify CRT of such failure to comply, and CRT shall have 7 days after receipt of such notice to take such action so as to comply in all material respects, (B) at any time prior to the Expiration Date, the Warrant Offer is terminated or withdrawn by the Company for any reason, or (C) there is a good faith disagreement between the Dealer Manager and the Company with respect to a material term or condition of the Warrant Offer or the Offering Materials. (c) Nothing herein shall obligate the Company to consummate the Warrant Offer, which the Company may withdraw at any time, upon notice to CRT. (d) Notwithstanding termination of this Agreement pursuant to subsections (a) and (b) of this Section 6(a) hereof6, the provisions of Section 1(c) and the obligations of the Company to compensate CRT pursuant to Section 2 with respect to Warrants tendered prior to the date of withdrawal and actually exercised in the Warrant Offer and accepted for exercise by the Company, and to reimburse the Dealer Managers CRT for its expenses pursuant to Section 2 and to pay all costs and expenses incurred by the Company in connection with the performance of this Agreement and in connection with the Exchange Warrant Offer and the Consent Solicitation pursuant to Section 3(j3(g), and the provisions of Sections 4, Section 5, 6(bthis Section 6(c), 7, Section 8 and Sections 10 through 17 shall survive any termination of this Agreement.

Termination; Withdrawal. (a) This Agreement may be terminated by the Dealer Managers, acting together, Managers at any time upon notice to the Company if or the Guarantor if (i) either the Company has or the Guarantor does not complied comply in all material respects with any covenants covenant specified in Section 3 of this Agreement in any material respect or the representations and warranties under Section 4 are incorrect (or incorrect in any all material respect respects if not qualified as to materiality) as of the dates such representations and warranties are deemed made, ), (ii) any stop order suspending the effectiveness of the Registration Statement shall have been issued under the Securities Act or proceedings herefore therefor initiated or overtly threatened by the Commission, , (iii) there has been, since the time of execution of this Agreement or since the respective dates as of any Preliminary Prospectus or which information is given in the Consent Materials and the Prospectus, any Material Adverse Effect, , (iv) the Company or the Guarantor shall file, deliver, publish, mail or propose to file, deliver, publish or mail any amendment or supplement to the Offering Consent Materials to which Moelis or Rothschild reasonably objects or which the Dealer Managers shall be disapproved in writing by its counsel, have previously objected, (v) at any time prior to the Exchange Expiration Date, the Exchange Offer and Consent Solicitation is terminated or withdrawn by the Company or the Guarantor, or the Guarantor does not issue the Guarantee, for any reason, or or (vi) there is a good faith disagreement between the either Dealer Manager Managers and the Company that would reasonably prevent or the consummation Guarantor with respect to a material term or condition of the Exchange Offer and Consent SolicitationSolicitation or the Consent Materials. (b) This Agreement may be terminated by either the Company or the Guarantor if (i) at any time prior to the Expiration Date, the Consent Solicitation is terminated or withdrawn by the Company or the Guarantor, or the Guarantor does not issue the Guarantee for any reason, or (ii) either of the Dealer Managers is in breach of its obligations under Section 1(a) of this Agreement, provided, however, under (b)(i) of this Section the costs and expenses incurred by Dealer Managers shall be paid by the Company and the Guarantor as provided in Section 3(e). (c) Notwithstanding termination of this Agreement pursuant to subsection (a) of this Section 6(a) hereof6, the provisions of Section 1(c) and the obligations of the Company and the Guarantor to compensate and reimburse the Dealer Managers pursuant to Section 2 2(a) and to reimburse the Dealer Managers for their expenses pursuant to Section 2(b) and to pay all costs and expenses incurred in connection with the performance of this Agreement and in connection with the Exchange Offer and the Consent Solicitation pursuant to Section 3(j3(e) (to the extent required by the terms of this Agreement), the representations and warranties contained in Section 4 and the provisions of Sections 4, 5, 6(b), 78, and Sections 10 through 17 shall survive any termination of this Agreement.