Common use of Closing Agent Right to Fund for Late Purchaser Clause in Contracts

Closing Agent Right to Fund for Late Purchaser. In the event that any Purchaser shall fail to deliver all or any portion of the Purchase Price on or before 10:00 a.m., New York City time, on the first business day immediately preceding the Closing Date (or such shorter period to which the Issuer, with the prior consent of the Closing Agent, shall have agreed upon with any such Purchaser): (A) The Closing Agent may, in its sole discretion, but shall not be obligated to, fund the unfunded Purchase Price (or unfunded portion thereof) on behalf of any such Purchaser. The funding of the Purchase Price (or portion thereof) by the Closing Agent pursuant to this Section shall not relieve such Purchaser of any liability or obligation that it may have to the Issuer or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price (or portion thereof) on behalf of any such Purchaser, if such Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Issuer shall transfer registration of such Notes to or as directed by the Closing Agent. (B) In the event that the Closing Agent shall have funded the unfunded Purchase Price (or portion thereof) on behalf of any such Purchaser under the circumstances set forth in subclause (A) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to such Purchaser at the Purchase Price for the Notes, plus accrued and unpaid interest on the Notes from the Closing Date, to the extent applicable.

Closing Agent Right to Fund for Late Purchaser. In the event that any Purchaser shall fail to deliver all or any portion of the its Purchase Price on or before 10:00 a.m., New York City time, on the first business day immediately preceding the Closing Date (or such shorter period to which the IssuerCompany, with the prior consent of the Closing Agent, shall have agreed upon with any such Purchaser): (Ai) The Closing Agent may, in its sole discretion, but shall not be obligated to, fund the unfunded Purchase Price (or unfunded portion thereof) applicable to such Purchaser, on behalf of any such Purchaser. The ; provided, however, that the funding of the any Purchase Price (or portion thereof) by the Closing Agent pursuant to this Section 5(e) shall not relieve such Purchaser of any liability or obligation that it may have to the Issuer Company or the Closing Agent pursuant to this Agreement or the Purchase Agreement or for the breach of its obligations under this Agreement or the Purchase Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price (or portion thereof) on behalf of any such Purchaser, if such the Purchaser has not fulfilled its obligation to purchase the Notes Securities as set forth herein within two business days of following the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes Securities and, if so requested by the Closing Agent, the Issuer Company shall transfer registration of such Notes Securities to or as directed by the Closing Agent. (Bii) In the event that the Closing Agent shall have funded the unfunded Purchase Price (or portion thereof) on behalf of any such Purchaser under the circumstances set forth in subclause (A) above, such Purchaser shall be obligated to repay the Closing Agent Agent, in exchange for the release of the Notes to such Purchaser at of the Securities that the Purchaser had agreed to purchase, the Purchase Price for the Notes(or unfunded portion thereof), plus accrued and but unpaid interest on the Notes from the Closing Date, to the extent applicable.

Closing Agent Right to Fund for Late Purchaser. In the event that any Purchaser shall fail to deliver all or any portion of the its Purchase Price on or before 10:00 a.m., New York City time, on the first business day immediately preceding the Closing Date (or such shorter period to which the IssuerCompany, with the prior consent of the Closing Agent, shall have agreed upon with any such Purchaser): (Ai) The Closing Agent may, in its sole discretion, but shall not be obligated to, fund the unfunded Purchase Price (or unfunded portion thereof) applicable to such Purchaser, on behalf of any such Purchaser. The ; provided, however, that the funding of the any Purchase Price (or portion thereof) by the Closing Agent pursuant to this Section 5(e) shall not relieve such Purchaser of any liability or obligation that it may have to the Issuer Company or the Closing Agent pursuant to this Agreement or the Purchase Agreement or for the breach of its obligations under this Agreement or the Purchase Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price (or portion thereof) on behalf of any such Purchaser, if such the Purchaser has not fulfilled its obligation to purchase the Notes Securities as set forth herein within two business days of following the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes Securities and, if so requested by the Closing Agent, the Issuer Company shall transfer registration of such Notes Securities to or as directed by the Closing Agent. (Bii) In the event that the Closing Agent shall have funded the unfunded Purchase Price (or portion thereof) on behalf of any such Purchaser under the circumstances set forth in subclause (A) above, such Purchaser shall be obligated to repay the Closing Agent Agent, in exchange for the release of the Notes to such Purchaser at of the Securities that the Purchaser had agreed to purchase, the Purchase Price for the Notes(or unfunded portion thereof), plus accrued and but unpaid interest on the Notes from the Closing Date, to the extent applicable.

Closing Agent Right to Fund for Late Purchaser. In the event that any Purchaser shall fail to deliver all or any portion of the Purchase Price on or before 10:00 a.m., New York City time, on the first business day immediately preceding the Closing Date (or such shorter period to which the Issuer, with the prior consent of the Closing Agent, shall have agreed upon with any such Purchaser): (A) The Closing Agent may, in its sole discretion, but shall not be obligated to, fund the unfunded Purchase Price (or unfunded portion thereof) on behalf of any such Purchaser. The funding of the Purchase Price (or portion thereof) by the Closing Agent pursuant to this Section shall not relieve such Purchaser of any liability or obligation that it may have to the Issuer or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price (or portion thereof) on behalf of any such Purchaser, if such Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Issuer shall transfer registration of such Notes to or as directed by the Closing Agent. (B) In the event that the Closing Agent shall have funded the unfunded Purchase Price (or portion thereof) on behalf of any such Purchaser under the circumstances set forth in subclause (A) above, such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to such Purchaser at the Purchase Price for the Notes, plus accrued and unpaid interest on the Notes from the Closing Date, to the extent applicable.