Common use of Default of One or More of the Several Underwriters Clause in Contracts

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount of Firm Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may bea Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities Depositary Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Depositary Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities Depositary Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Depositary Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severallyseverally and not jointly, in the proportions that the principal amount number of Firm Securities Depositary Shares set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Firm Securities Depositary Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities Depositary Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may bea Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase Securities the Depositary Shares and the aggregate principal amount number of Securities Depositary Shares with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities Depositary Shares to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Depositary Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 89, Section 9 10 and Section 14 19 shall at all times be effective and shall survive such termination. In any such case either the Representative Representatives or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may beDate of Delivery, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 1011. Any action taken under this Section 10 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other non-defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, Section 9 8 and Section 14 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such remaining non-defaulting Underwriters shall be obligated to purchase the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the principal amount number of Firm Securities Offered Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount total number of Firm Securities Offered Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of Offered Shares on such date if the Securities which such total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs date exceeds 10% of the aggregate principal amount total number of Securities Offered Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Securities are not made within 48 hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any non-defaulting party to any other party Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, expenses to the Registration Statement extent set forth in Sections 4 and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of such Underwriter under this Agreementa defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such remaining non-defaulting Underwriters shall be obligated to purchase the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the principal amount number of Firm Securities Offered Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount total number of Firm Securities Offered Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of Offered Shares on such date if the Securities which such total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs date exceeds 10% of the aggregate principal amount total number of Securities Offered Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and Representatives who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Securities are not made within 48 hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any non-defaulting party to any other party Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, expenses to the Registration Statement extent set forth in Sections 4 and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of such Underwriter under this Agreementa defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement.

Default of One or More of the Several Underwriters. If, on the First Closing Date or any Subsequent the Second Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed ten percent (10% %) of the aggregate principal amount number of the Securities Offered Shares to be purchased on such date, the other Underwriters shall be obligated, severally, in the proportions that the principal amount number of Firm Securities Offered Shares set forth opposite their respective names on Schedule A (“List of Underwriters”) attached hereto bears to the aggregate principal amount number of Firm Securities Offered Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the Securities Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Subsequent the Second Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities Offered Shares and the aggregate principal amount number of Securities Offered Shares with respect to which such default occurs exceeds ten percent (10% %) of the aggregate principal amount number of Securities Offered Shares to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Securities Offered Shares are not made within 48 forty-eight (48) hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party and the Company shall have no liability to reimburse the Underwriters for the fees and disbursements of counsel to the Underwriters (including reasonable fees related to clauses (vi) and (vii) of Section 5 (“Payment of Expenses”)) or any other out-of-pocket expenses, including professional fees, that shall have been incurred by the Underwriters, except that the provisions of Section 48 (“Indemnification”), Section 6, Section 8, and Section 9 and Section 14 (“Contribution”) shall at all times be effective and shall survive such termination. In any such case case, either the Representative or the Company shall have the right to postpone the First Closing Date or any Subsequent the Second Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other non-defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 65, Section 8, Section 9 and Section 14 17 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken under this Section 10 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the several Underwriters shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount number of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount number of the Securities to be purchased on such date, the other non-defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the principal amount number of Firm Securities set forth opposite their respective names on Schedule A bears to the aggregate principal amount number of Firm such Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the such Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may beon a Date of Delivery, any one or more of the Underwriters shall fail or refuse to purchase such Securities and the aggregate principal amount number of such Securities with respect to which such default occurs exceeds 10% of the aggregate principal amount number of Securities to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, Section 9 8 and Section 14 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities Mortgage Bonds that it or they have agreed to purchase hereunder on such datedate (the “Defaulted Securities”), and then the Representatives shall have the right, within 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the aggregate principal amount number of the Defaulted Securities which in such defaulting Underwriter or amounts as may be agreed upon and upon the terms herein set forth. If, however, the Underwriters agreed but failed or refused to purchase shall not have completed such arrangements within such 36-hour period, and if the aggregate principal amount of the Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities Mortgage Bonds to be purchased on such date, the other non- defaulting Underwriters shall be obligated, severally, in the proportions that proportion to the aggregate principal amount of Firm Securities the Mortgage Bonds set forth opposite their respective names on Schedule A hereto bears to the aggregate principal amount of Firm Securities such Mortgage Bonds set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representative Representatives with the consent of the non-defaulting Underwriters, to purchase the Securities which such Mortgage Bonds that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities such Mortgage Bonds and the aggregate principal amount of Securities such Mortgage Bonds with respect to which such default occurs exceeds 10% of the aggregate principal amount of Securities Mortgage Bonds to be purchased on such date, and arrangements satisfactory to the Representative Representatives and the Company for the purchase of such Securities Mortgage Bonds are not made within 48 hours after such default, this Agreement shall terminate without liability of any non-defaulting party to any other party except that the provisions of Section 4, Section 67, Section 8, Section 9 8 and Section 14 16 hereof shall at all times be effective and shall survive such termination. In any such case case, either the Representative Representatives or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and Statement, each Issuer Free Writing Prospectus, each Preliminary Prospectus or the Prospectus or any other documents or arrangements may be effected. As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 109. Any action taken under this Section 10 9 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Default of One or More of the Several Underwriters. If, on the Closing Date or any Subsequent the applicable Option Closing Date, as the case may be, any one or more of the several Underwriters shall fail or refuse to purchase Securities the Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount number of Securities which such remaining non-defaulting Underwriters shall be obligated to purchase the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate principal amount of the Securities to be purchased on such date, the other Underwriters shall be obligated, severally, date in the respective proportions that which the principal amount number of Firm Securities Offered Shares set forth opposite their respective names on the name of each remaining non-defaulting Underwriter in Schedule A hereto bears to the aggregate principal amount total number of Firm Securities Offered Shares set forth opposite the names of all such the remaining non-defaulting UnderwritersUnderwriters in Schedule A hereto; provided, or in such other proportions as may be specified by however, that the Representative with the consent of the remaining non-defaulting Underwriters, Underwriters shall not be obligated to purchase any of Offered Shares on such date if the Securities which such total number of Offered Shares that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date or any Subsequent Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs date exceeds 10% of the aggregate principal amount total number of Securities Offered Shares to be purchased on such date. If the foregoing maximum is exceeded, and arrangements the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representative and who so agree, shall have the Company for right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all Offered Shares to be purchased on such date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase of the Offered Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Securities are not made within 48 hours after such defaultdate, this Agreement (or, with respect to any Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Optional Shares on such date) shall terminate without liability on the part of any non-defaulting party to any other party Underwriter and the Company, except that the provisions Company will continue to be liable for the payment of Section 4, Section 6, Section 8, Section 9 and Section 14 shall at all times be effective and shall survive such termination. In any such case either the Representative or the Company shall have the right to postpone the Closing Date or any Subsequent Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, expenses to the Registration Statement extent set forth in Sections 4 and the Prospectus or any other documents or arrangements may be effected7. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule A hereto that, pursuant to this Section 10, purchases Offered Shares. Nothing contained herein shall be deemed to include any person substituted for relieve a defaulting Underwriter under of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase Offered Shares of a defaulting or withdrawing Underwriter, either the Representative or the Company may postpone the Closing Date or the applicable Option Closing Date, as the case may be, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Prospectus or in any other document or arrangement. Termination of this Agreement. Prior to the purchase of the Firm Shares by the Underwriters on the Closing Date this Agreement may be terminated by the Representative by notice given to the Company if at any time (i) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NYSE Amex, or trading in securities generally on any of The Nasdaq Stock Market, the New York Stock Exchange or the NYSE Amex shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or FINRA; (ii) a general banking moratorium shall have been declared by any federal or New York 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 Representative is material and adverse and makes it impracticable to market the Offered Shares in the manner and on the terms described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representative there shall have occurred any Material Adverse Effect; 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 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. Any action taken under this Section 10 11 shall not relieve be without liability on the part of (a) the Company to any defaulting Underwriter, except that the Company shall be obligated to reimburse the expenses of the Representative and the other Underwriters pursuant to Sections 4 and 7 hereof, (b) any Underwriter from liability in respect to the Company, or (c) of any default party hereto to any other party except that the provisions of Section 8 and Section 9 shall at all times be effective and shall survive such Underwriter under this Agreementtermination.