Effect of Termination Hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability of any character (including, but not limited to, loss of anticipated profits or consequential damages) on the part of any party hereto, except that the Company shall remain obligated to pay the costs and expenses provided to be paid by it specified in Sections 3.2, 3.4, and 5.7; and the Company and the Underwriter shall be obligated to pay, respectively, all losses, claims, damages or liabilities, joint or several, under Sections 6.1 or 6.4 in the case of the Company and Sections 6.2 or 6.4 in the case of the Underwriter. However, notwithstanding the foregoing, in the event the Offering is not completed pursuant to NASD Rule 2710(f)(2)(D) , the Underwriter and any other participating NASD members will receive only a reimbursement of out-of-pocket accountable expenses actually incurred.
Appears in 2 contracts
Sources: Underwriting Agreement (Us Dry Cleaning Corp), Underwriting Agreement (Us Dry Cleaning Corp)