Reallocation on Default Clause Samples

Reallocation on Default. No Standby Purchaser shall be responsible or liable for any breach or default by any other Standby Purchaser of such other Standby Purchaser’s obligations hereunder. In the event that one or more of the Standby Purchasers fails to subscribe for and provide the Subscription Price to Ceres in respect of all or part of the Standby Shares allocated to it in the Standby Notice (such shares, the “DefaultStandby Shares”) prior to the Subscription Time (each such Standby Purchaser, a “Defaulting Party”), then: (i) as soon as reasonably practicable, Ceres shall provide written notice to each Standby Purchaser that is not a Defaulting Party of (i) the default by any Defaulting Party, and (ii) the revised number of Standby Shares to be purchased by each Standby Purchaser who is not a Defaulting Party, which shall be re-calculated in accordance with Section 2.2(b)(i) and, if applicable, allocating the Default Standby Shares to the Standby Purchasers who are not a Defaulting Party in proportion to their respective Subscription Commitments (the “Revised Standby Notice”). (ii) If applicable, each Standby Purchaser to whom Default Standby Shares are allocated pursuant to Section 2.2(d)(i) shall or shall cause its Affiliate to subscribe for and provide the Subscription Price to Ceres in respect of such Default Standby Shares, subject to acceptance by Ceres. (iii) Ceres shall accept the amount of each Standby Purchaser’s Subscription Commitment (including its additional subscription pursuant to 2.2(d)(ii)) that is equal to the number of Standby Shares allocated to such Standby Purchaser as set out in the Revised Standby Notice, and each Standby Purchaser or one more of its Affiliates shall purchase from Ceres, and Ceres shall sell to each Standby Purchaser or one or more of its Affiliates such number of Standby Shares allocated to such Standby Purchaser in the Revised Standby Notice. (iv) Ceres agrees that, if applicable, it shall reject the amount of each Standby Purchaser’s Subscription that exceeds the number of Standby Shares allocated to such Standby Purchaser as set out in the Revised Standby Notice, and within two Business Days of the Closing Date, Ceres shall return the amount paid by any Standby Purchaser in respect of any rejected Subscription. For certainty, nothing in this Section 2.2(d) shall limit Ceres' recourse against any Defaulting Party for failing to fulfill its obligation to subscribe for and pay for the Standby Shares allocated to it pursuant to this A...