Common use of Defaults and Termination Clause in Contracts

Defaults and Termination. 24.1 Termination of Agreement (a) Prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this Agreement is conditional upon the ongoing operation of NAHC’s Reserved NRAS Allocation in respect of the Premises. (b) On and subsequent to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this Agreement is conditional upon the ongoing operation of the NRAS Allocation in respect of the Premises. (c) In addition to any other right of termination under this Agreement and, unless otherwise expressly provided, without prejudice to any antecedent rights and remedies of any party, if for any reason in the period: (i) prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s Reserved NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; or (ii) on and from the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; then unless the Parties otherwise agree in writing, either Party may determine this Agreement by written notice to the other party. The date for termination of this Agreement shall be the date NAHC’s Reserved NRAS Allocation or NAHC’s NRAS Allocation (as the case may be) ceases to operate in respect of the Premises. (d) This Agreement is subject to and conditional upon the entrance to and ongoing operation of any funding agreement with State Government under which the State Government component of the Incentive in respect of the Premises is payable. If such State Government funding agreement is not entered into, is transferred from the Premises, is revoked, is surrendered, expires, or is otherwise determined NAHC may in its absolute discretion: (i) determine this Agreement by written notice to the other party; or (ii) by written notice to the Owner, sever or amend such provisions of this Agreement as are applicable in NAHC’s absolute discretion to the State Government component of the Incentive and such provisions will be severed or amended, as the case may be, from the remainder of this Agreement and will be deemed never to have been part of this Agreement and the remainder of this Agreement will continue and remain in full force and effect. (e) The date for termination of this Agreement pursuant to clause 24.1(d)(i) or severance pursuant to clause 24.1(d)(ii) shall be the date the State Government funding agreement ceases to operate in respect of the Premises.

Defaults and Termination. 24.1 Termination of Agreement (a) Prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this This Agreement is conditional upon the ongoing operation of NAHC’s Reserved NRAS Allocation in respect of the Premises. (b) On and subsequent to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this Agreement is conditional upon the ongoing operation of the NRAS Allocation in respect of the Premises. (c) In addition to may be terminated at any other right of termination under this Agreement and, unless otherwise expressly provided, without prejudice to any antecedent rights and remedies of any party, if for any reason in the period: (i) time prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s Reserved NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; or (ii) on and from the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; then unless the Parties otherwise agree in writing, either Party may determine this Agreement by written notice to the other party. The date for termination of this Agreement shall be the date NAHC’s Reserved NRAS Allocation or NAHC’s NRAS Allocation (as the case may be) ceases to operate in respect of the Premises. (d) This Agreement is subject to and conditional upon the entrance to and ongoing operation of any funding agreement with State Government under which the State Government component of the Incentive in respect of the Premises is payable. If such State Government funding agreement is not entered into, is transferred from the Premises, is revoked, is surrendered, expires, or is otherwise determined NAHC may in its absolute discretion: (i) determine this Agreement by written notice to the other party; or (ii) by written notice to the Owner, sever or amend such provisions of this Agreement as are applicable in NAHC’s absolute discretion to the State Government component of the Incentive and such provisions will be severed or amendedClosing Date, as the case may be, by you by written notice to the Company if any of the following has occurred: (i) subsequent to the date of this Agreement, any Material Adverse Change to the Company, which would, in your opinion, make it impracticable or inadvisable to market the Securities, or to enforce contracts for the sale of the Securities, (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or material adverse change in the financial markets of the United states or elsewhere, if the effect of such outbreak, escalation, calamity, crisis or change in such financial markets would, in your opinion, make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities, (iii) any suspension of trading generally in Securities on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for Securities on any such exchange or system, (iv) the delisting of the Common Stock from the remainder Nasdaq National Market, (v) any declaration of a general banking moratorium by either Federal or New York state authorities, (vi) the enactment, publication, decree or other promulgation of any Federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion would have a Material Adverse Effect, (vii) the taking of any action by any Federal, state or local government or agency in respect of its monetary or fiscal affairs that in your opinion has a material adverse effect on the financial markets in the United States, and would, in your opinion, make it impracticable or inadvisable to market the Securities or (viii) the Securities shall have been downgraded or placed on any "watch list" for possible downgrading by any nationally recognized statistical rating organization. If on the Closing Date, any of the Underwriters shall fail or refuse to purchase the Securities which it has agreed to purchase hereunder on such date, and the aggregate principal amount of such Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase does not exceed 10% of the total principal amount of such Securities to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the amount of Securities set forth opposite its name in Schedule I hereto bears to the aggregate principal amount of Securities which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you (at your option) may specify, to purchase the Securities that such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the aggregate principal amount of the Securities that any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date any of the Underwriters shall fail or refuse to purchase the Securities and the total principal amount of Securities with respect to which such default occurs exceeds 10% of the total amount of Securities to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Underwriters and the Company, except as otherwise provided in this Section 11. In any such case that does not result in termination of this Agreement Agreement, either you or the Company may postpone the Closing Date, as the case may be, for not longer than seven (7) days, in order that the required changes, if any, in the Registration Statement and will the Prospectus or any other documents or arrangements may be deemed never effected. Any action taken under this paragraph shall not relieve a defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement. The indemnity and contribution provisions and the other agreements, representations and warranties set forth in or made pursuant to have been part of this Agreement shall remain operative and the remainder of this Agreement will continue and remain in full force and effect. , and will survive delivery of and payment for the Securities, regardless of (ei) The date any investigation, or statement as to the results thereof, made by or on behalf of any of the Underwriters or by or on behalf of the Company or the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Securities and payment for them hereunder and (iii) termination of this Agreement. If this Agreement shall be terminated by the Underwriters pursuant to clause 24.1(d)(i(i) or severance (viii) of the second paragraph of this Section 11 as a result of any act or omission of the Company or because of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it agrees to pay pursuant to clause 24.1(d)(ii) Section 7 hereof. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the date Company, the State Government funding agreement ceases Underwriters, any indemnified party referred to operate herein and their respective successors and assigns, all as and to the extent provided in respect this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The terms "successors and assigns" shall not include a purchaser of any of the PremisesSecurities from any of the several Underwriters merely because of such purchase.

Defaults and Termination. 24.1 Termination of Agreement (a) Prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this This Agreement is conditional upon the ongoing operation of NAHC’s Reserved NRAS Allocation in respect of the Premises. (b) On and subsequent to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, this Agreement is conditional upon the ongoing operation of the NRAS Allocation in respect of the Premises. (c) In addition to may be terminated at any other right of termination under this Agreement and, unless otherwise expressly provided, without prejudice to any antecedent rights and remedies of any party, if for any reason in the period: (i) time prior to the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s Reserved NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; or (ii) on and from the date that the Reserved NRAS Allocation becomes an NRAS Allocation, NAHC’s NRAS Allocation is transferred from the Premises, revoked, expires or is otherwise determined; then unless the Parties otherwise agree in writing, either Party may determine this Agreement Closing Date by you by written notice to the Company if any of the following has occurred: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or the earnings, affairs, or business prospects of the Company or any of its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (ii) any outbreak or escalation of hostilities or other party. The date national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus, (iii) the suspension or material limitation of trading in securities on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market System or limitation on prices for termination securities on any such exchange or National Market System, (iv) the enactment, publication, decree or other promulgation of this Agreement shall be any federal or state statute, regulation, rule or order of any court or other governmental authority which in your opinion materially and adversely affects, or will materially and adversely affect, the date NAHC’s Reserved NRAS Allocation business or NAHC’s NRAS Allocation operations of the Company or any Subsidiary, (as v) the case may bedeclaration of a banking moratorium by either federal or New York State authorities or (vi) ceases to operate the taking of any action by any federal, state or local government or agency in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the Premises. (d) This Agreement is subject to and conditional upon financial markets in the entrance to and ongoing operation of any funding agreement with State Government under which the State Government component of the Incentive in respect of the Premises is payableUnited States. If such State Government funding agreement is not entered into, is transferred from on the Premises, is revoked, is surrendered, expires, Closing Date or is otherwise determined NAHC may in its absolute discretion: (i) determine this Agreement by written notice to the other party; or (ii) by written notice to the Owner, sever or amend such provisions of this Agreement as are applicable in NAHC’s absolute discretion to the State Government component of the Incentive and such provisions will be severed or amendedon an Option Closing Date, as the case may be, from any one or more of the remainder of this Agreement and will be deemed never Underwriters shall fail or refuse to purchase the Firm Shares or Additional Shares, as the case may be, which it or they have been part of this Agreement agreed to purchase hereunder on such date and the remainder aggregate number of Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the total number of Shares to be purchased on such date by all Underwriters, each non-defaulting Underwriter shall be obligated severally, in the proportion which the number of Firm Shares set forth opposite its name in Schedule I bears to the total number of Firm Shares which all the non-defaulting Underwriters, as the case may be, have agreed to purchase, or in such other proportion as you may specify, to purchase the Firm Shares or Additional Shares, as the case may be, which such defaulting Underwriter or Underwriters, as the case may be, agreed but failed or refused to purchase on such date; PROVIDED that in no event shall the number of Firm Shares or Additional Shares, as the case may be, which any Underwriter has agreed to purchase pursuant to Section 2 hereof be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Firm Shares or Additional Shares, as the case may be, without the written consent of such Underwriter. If on the Closing Date or on an Option Closing Date, as the case may be, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares, or Additional Shares, as the case may be, and the aggregate number of Firm Shares or Additional Shares, as the case may be, with respect to which such default occurs is more than one-tenth of the aggregate number of Shares to be purchased on such date by all Underwriters and arrangements satisfactory to you and the Company for purchase of such Shares are not made within 48 hours after such default, this Agreement will continue terminate without liability on the part of any non-defaulting Underwriter and the Company. In any such case which does not result in termination of this Agreement, either you or the Company shall have the right to postpone the Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of any such Underwriter under this Agreement. The indemnity and contribution provisions and the other agreements, representations and warranties set forth in or made pursuant to this Agreement shall remain operative and in full force and effect. , and will survive delivery of and payment for the Shares, regardless of (ei) The date any investigation, or statement as to the results thereof, made by or on behalf of any of the Underwriters or by or on behalf of the Company or the officers or directors of the Company or any controlling person of the Company, (ii) acceptance of the Shares and payment for them hereunder and (iii) termination of this Agreement. If this Agreement shall be terminated by the Underwriters pursuant to clause 24.1(d)(i(i) or severance (viii) of the second paragraph of this Section 11 as a result of any act or omission of the Company or because of the failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all reasonable out-of-pocket expenses (including the reasonable fees and disbursements of counsel) incurred by you. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it agrees to pay pursuant to clause 24.1(d)(ii) Section 7 hereof. Except as otherwise provided, this Agreement has been and is made solely for the benefit of and shall be binding upon the date Company, the State Government funding agreement ceases Subsidiaries, the Underwriters, any indemnified party referred to operate herein and their respective successors and assigns, all as and to the extent provided in respect this Agreement, and no other person shall acquire or have any right under or by virtue of this Agreement. The terms "successors and assigns" shall not include a purchaser of any of the PremisesShares from any of the several Underwriters merely because of such purchase.