Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become upon execution by all parties hereto. It is anticipated that the Agreement be executed on or about 10:00 A.M., New York time, on the first full business day following the day on which you and the Company receive notification that the Registration Statement became effective. (b) This Agreement may be terminated by the Representative by notifying the Company at any time on or before the Closing Date, if (i) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof) ; (ii) trading in securities on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or limited; (iii) a banking moratorium has been declared by Federal or New York State authorities; (iv) an outbreak of international hostilities or other national or international calamity or crisis or change in economic or political conditions shall have occurred; (v) the Company shall have sustained a loss material or substantial to the Company, whether or not insured, taken as a whole by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, or from any labor dispute or court or government action, order or decree; (vi) a pending or threatened legal or governmental proceeding or action relating generally to the Company's business, or a notification having been received by the Company of the threat of any such proceeding or action, which could materially adversely affect the Company; (vii) except as contemplated by the Prospectus, the Company is merged or consolidated into or acquired by another company or group or there exists a binding legal commitment for the foregoing or any other material change of ownership or control occurs; (viii) the passage by the Congress of the United States or by any state legislative body or federal or state agency or other authority of any act, rule or regulation, measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Underwriter to have a material impact on the business, financial condition or financial statements of the Company or the market for the securities offered pursuant to the Prospectus; (ix) any adverse change in the financial or securities markets beyond normal market fluctuations having occurred since the date of this Agreement, or (x) any material adverse change having occurred, since the respective dates of which information is given in the Registration Statement and Prospectus, in the earnings, business prospects or general condition of the Company, financial or otherwise, whether or not arising in the ordinary course of business. (c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Paragraph 12, the Company shall be notified promptly by you by telephone or facsimile, confirmed by letter. (d) If this Agreement shall not become effective by reason of an election of the Representative pursuant to this Paragraph 12 or if this Agreement shall not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any material undertaking, or to satisfy any material condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the Underwriters, in addition to the obligations assumed by the Company pursuant to Paragraph 8 herein, will be to reimburse the Underwriters for the following: (i) Blue Sky counsel fees and expenses to the extent set forth in Paragraph 8(a)(iv); (ii) Blue Sky filing fees; and (iii) such reasonable out-of-pocket expenses of the Underwriters (including the fees and disbursements of their counsel), to the extent set forth in Paragraph 8(c), in connection with this Agreement and the proposed offering of the Securities, but in no event to exceed the sum of $100,000 less such amounts already paid. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Paragraph 8 and 10 hereof shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
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Sources: Underwriting Agreement (Dectron Internationale Inc)
Effective Date of This Agreement and Termination Thereof. (a) This Agreement shall become upon execution by all parties hereto. It is anticipated that the Agreement be executed on or about effective at 10:00 A.M., New York time, on the first full business day following the day on which you and the Company receive notification that the Registration Statement became effective.
(b) This Agreement may be terminated by the Representative by notifying the Company at any time on or before the Closing Date, if (i) material governmental restrictions have been imposed on trading in securities generally (not in force and effect on the date hereof) ; (ii) trading in securities on the New York Stock Exchange, the American Stock Exchange, or in the over-the-counter market shall have been suspended or limited; (iii) a banking moratorium has been declared by Federal or New York State authorities; (iv) an outbreak of international hostilities or other national or international calamity or crisis or change in economic or political conditions shall have occurred; (v) the Company shall have sustained a loss material or substantial to the Company, whether or not insured, taken as a whole by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act, or from any labor dispute or court or government action, order or decree; (vi) a pending or threatened legal or governmental proceeding or action relating generally to the Company's business, or a notification having been received by the Company of the threat of any such proceeding or action, which could materially adversely affect the Company; (vii) except as contemplated by the Prospectus, the Company is merged or consolidated into or acquired by another company or group or there exists a binding legal commitment for the foregoing or any other material change of ownership or control occurs; (viii) the passage by the Congress of the United States or by any state legislative body or federal or state agency or other authority of any act, rule or regulation, measure, or the adoption of any orders, rules or regulations by any governmental body or any authoritative accounting institute or board, or any governmental executive, which is reasonably believed likely by the Underwriter to have a material impact on the business, financial condition or financial statements of the Company or the market for the securities offered pursuant to the Prospectus; (ix) any adverse change in the financial or securities markets beyond normal market fluctuations having occurred since the date of this Agreement, or (x) any material adverse change having occurred, since the respective dates of which information is given in the Registration Statement and Prospectus, in the earnings, business prospects or general condition of the Company, financial or otherwise, whether or not arising in the ordinary course of business.
(c) If you elect to prevent this Agreement from becoming effective or to terminate this Agreement as provided in this Paragraph 12, the Company shall be notified promptly by you by telephone or facsimile, confirmed by letter.
(d) If this Agreement shall not become effective by reason of an election of the Representative pursuant to this Paragraph 12 or if this Agreement shall not be carried out within the time specified herein by reason of any failure on the part of the Company to perform any material undertaking, or to satisfy any material condition of this Agreement by it to be performed or satisfied, the sole liability of the Company to the Underwriters, in addition to the obligations assumed by the Company pursuant to Paragraph 8 herein, will be to reimburse the Underwriters for the following: (i) Blue Sky counsel fees and expenses to the extent set forth in Paragraph 8(a)(iv); (ii) Blue Sky filing fees; and (iii) such reasonable out-of-pocket expenses of the Underwriters (including the fees and disbursements of their counsel), to the extent set forth in Paragraph 8(c), in connection with this Agreement and the proposed offering of the Securities, but in no event to exceed the sum of $100,000 less such amounts already paid. Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Paragraph 8 and 10 hereof shall not be in any way affected by such election or termination or failure to carry out the terms of this Agreement or any part hereof.
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