Common use of Defaulting Initial Purchaser Clause in Contracts

Defaulting Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers, or those other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect to purchase the Capital Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or the Company except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser or the Company may postpone the Closing Date 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 Initial Purchasers may be necessary in the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchaser. If, If any Initial Purchaser shall default in its obligation to purchase on the Closing Date, any Initial Purchaser defaults in the performance Securities agreed to be purchased hereunder on such date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of its obligations under this Agreement, the non-defaulting Initial Purchasers, or those any other purchasers initial purchasers, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-Initial Purchasers to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the Representative and the Company who so agreeas provided above, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect to purchase the Capital aggregate number of Securities which the defaulting Initial Purchaser agreed but failed to purchase remains unpurchased on the Closing Date, this Agreement does not exceed 20% of the aggregate number of all the Securities that all the Initial Purchasers are obligated to purchase on such date, then the Company shall terminate without liability on have the part of any right to require each non-defaulting Initial Purchasers or Purchaser to purchase the Company except that the Company will continue to be liable for the payment number of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a such Initial Purchaser agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the number of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Initial Purchaser of any from liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial PurchaserIn any such case, either the non-defaulting Initial Purchaser Representative or the Company may shall have the right to postpone the Closing Date Date, for up to a period of not more than seven full business days in order to effect any necessary changes that and arrangements (including any necessary amendments or supplements to the Time of Sale Information or the Offering Memorandum or any other documents), and the Company agrees to promptly amend the Time of Sale Information or the Offering Memorandum which in the opinion of counsel for the Company or counsel for and the Initial Purchasers and their counsel may thereby be necessary in the Final Offering Memorandum or in any other document or arrangementmade necessary.

Defaulting Initial Purchaser. (a) If, on the Closing Date or any Additional Closing Date, as the case may be, any Initial Purchaser defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder on such date, the non-defaulting Initial PurchasersPurchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, or those within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other purchasers persons satisfactory to the non-defaulting Initial Purchasers and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in purchase such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Datesuch terms. If the non-defaulting Initial Purchasers other persons become obligated or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect agree to purchase the Capital Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or the Company except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser Purchasers or the Company may postpone the Closing Date or any Additional Closing Date, as the case may be, for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Final Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes; provided that any Additional Closing Date may not be postponed such that it would fall outside the Exercise Period. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase.

Defaulting Initial Purchaser. If, on the Closing Date, any an Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial PurchasersPurchaser shall be obligated to purchase the aggregate principal amount of Securities that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date; provided, or those other purchasers satisfactory to however, that the non-defaulting Initial Purchasers Purchaser shall not be obligated to purchase any of the Securities on the Closing Date if the aggregate principal amount of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Securities to be purchased on the Closing Date, and the Company who so agreenon-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the aggregate principal amount of Securities that it agreed to purchase on the Closing Date pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, the non-defaulting Initial Purchaser shall have the right, but shall not be obligated, to purchasepurchase on the Closing Date, in such proportion as may be agreed upon among them, all the Capital total aggregate amount of Securities to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do Purchaser does not elect to purchase the Capital Securities which that the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers Purchaser or the Company Partnership or any of its subsidiaries, except that the Company Partnership and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a defaulting Initial Purchaser agreed but failed to purchaseSections 7 and 12 hereof. Nothing contained herein shall relieve a the defaulting Initial Purchaser of any liability it may have to the Company Partnership or any Guarantor for damages caused by its default. If a the non-defaulting Initial Purchaser is obligated or agrees to purchase the Capital Securities of a the defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser or the Company Partnership may postpone the Closing Date 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 Initial Purchasers may be necessary in the Final Offering Memorandum or in any other document or arrangementarrangement that in the opinion of counsel to the Partnership or counsel to the non-defaulting Initial Purchaser may be necessary.

Defaulting Initial Purchaser. If, If any Initial Purchaser shall default in its obligation to purchase on the Closing Date, any Initial Purchaser defaults in the performance Securities agreed to be purchased hereunder on such date, the Representative shall have the right, within 36 hours thereafter, to make arrangements for one or more of its obligations under this Agreement, the non-defaulting Initial Purchasers, or those any other purchasers initial purchasers, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the non-Initial Purchasers to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the Representative and the Company who so agreeas provided above, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Date. If the non-defaulting Initial Purchasers or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect to purchase the Capital aggregate number of Securities which the defaulting Initial Purchaser agreed but failed to purchase remains unpurchased on the Closing Date, this Agreement does not exceed 20% of the aggregate number of all the Securities that all the Initial Purchasers are obligated to purchase on such date, then the Company shall terminate without liability on have the part of any right to require each non-defaulting Initial Purchasers or Purchaser to purchase the Company except that the Company will continue to be liable for the payment number of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a such Initial Purchaser agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the number of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; but failed to purchase. Nothing contained nothing herein shall relieve a defaulting Initial Purchaser of any from liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial PurchaserIn any such case, either the non-defaulting Initial Purchaser Representative or the Company may shall have the right to postpone the Closing Date Date, for up to a period of not more than seven full business days in order to effect any necessary changes that and arrangements (including any necessary amendments or supplements to the Time of Sale Information or the Offering Memorandum or any other documents), and the Company agrees to promptly amend the Time of Sale Information or the Offering Memorandum which in the opinion of the Company and the Initial Purchasers and their counsel for may thereby be made necessary. The provisions of this Section 10 shall not in any way affect the liability of any defaulting Initial Purchaser to the Company or counsel for the nondefaulting Initial Purchasers may be necessary arising out of such default. The term “Initial Purchaser” as used in the Final Offering Memorandum or in this Agreement shall include any other document or arrangementperson substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Defaulting Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the non-defaulting Initial PurchasersPurchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Issuers on the terms contained in this Agreement. If, or those within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Issuers shall be entitled to a further period of 36 hours within which to procure other purchasers persons satisfactory to the non-defaulting Initial Purchasers and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in purchase such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Datesuch terms. If other persons become obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Issuers may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the Issuers or counsel for the Initial Purchasers may be necessary in the Time of Sale Information, the Offering Memorandum or in any other purchasers satisfactory document or arrangement, and the Issuers agree to promptly prepare any amendment or supplement to the non-defaulting Initial Purchasers and the Company do not elect to purchase the Capital Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part Time of any non-defaulting Initial Purchasers Sale Information or the Company except Offering Memorandum that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(g)effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwiseotherwise requires, any party whoperson not listed in Schedule 1 hereto that, pursuant to this Section 89, purchases Capital Securities which that a defaulting Initial Purchaser agreed but failed to purchase. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Issuers shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Issuers as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Issuers shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Issuers or the Guarantors, except that each Issuer and each of the Guarantors will continue to be jointly and severally liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company Issuers, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser or the Company may postpone the Closing Date 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 Initial Purchasers may be necessary in the Final Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the non-defaulting Initial PurchasersPurchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, or those within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other purchasers persons satisfactory to the non-defaulting Initial Purchasers and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in purchase such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Datesuch terms. If the non-defaulting Initial Purchasers other persons become obligated or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect agree to purchase the Capital Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or the Company except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Final Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser's pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.

Defaulting Initial Purchaser. If, on the Closing Date, any Initial Purchaser defaults in on its obligation to purchase the performance of its obligations under this AgreementSecurities that it has agreed to purchase hereunder, the non-defaulting Initial PurchasersPurchasers may in their discretion arrange for the purchase of such Securities by other persons satisfactory to the Company on the terms contained in this Agreement. If, or those within 36 hours after any such default by any Initial Purchaser, the non-defaulting Initial Purchasers do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within which to procure other purchasers persons satisfactory to the non-defaulting Initial Purchasers and the Company who so agree, shall have the right, but shall not be obligated, to purchase, in purchase such proportion as may be agreed upon among them, all the Capital Securities to be purchased on the Closing Datesuch terms. If the non-defaulting Initial Purchasers other persons become obligated or other purchasers satisfactory to the non-defaulting Initial Purchasers and the Company do not elect agree to purchase the Capital Securities which the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchasers or the Company except that the Company will continue to be liable for the payment of expenses to the extent set forth in Section 5(g). As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party who, pursuant to this Section 8, purchases Capital Securities which a defaulting Initial Purchaser agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company for damages caused by its default. If a non-defaulting Initial Purchaser agrees to purchase the Capital Securities of a defaulting or withdrawing Initial Purchaser, either the non-defaulting Initial Purchaser Purchasers or the Company may postpone the Closing Date for up to seven five full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Final Time of Sale Information, the Offering Memorandum or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Time of Sale Information or the Offering Memorandum that effects any such changes. As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 9, purchases Securities that a defaulting Initial Purchaser agreed but failed to purchase. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder plus such Initial Purchaser’s pro rata share (based on the principal amount of Securities that such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Initial Purchaser or Initial Purchasers by the non-defaulting Initial Purchasers and the Company as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers. Any termination of this Agreement pursuant to this Section 9 shall be without liability on the part of the Company or the Guarantors, except that the Company and each of the Guarantors will continue to be liable for the payment of expenses as set forth in Section 10 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect. Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company, the Guarantors or any non-defaulting Initial Purchaser for damages caused by its default.