Common use of Default by any Underwriter Clause in Contracts

Default by any Underwriter. If, on either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Stock which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of shares of the Firm Stock set opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of shares of the Firm Stock set opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Stock on such Delivery Date if the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total number of shares of the Stock to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Stock which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Joint Book-Running Managers 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 Stock to be purchased on such Delivery Date. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters satisfactory to the Joint Book-Running Managers do not elect to purchase the shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall terminate without liability on the part of any non-defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Firm Stock which a defaulting Underwriter agreed but failed to purchase.

Default by any Underwriter. If, on either Delivery Date, If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter defaults or Underwriters hereunder and such failure to purchase and pay shall constitute a default in the performance of its or their obligations under this Agreement or the Pricing Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Stock which the defaulting Underwriter agreed but failed to purchase on such Delivery Date take up and pay for (in the respective proportions which the number principal amount of shares of the Firm Stock Designated Securities set forth opposite the name of each remaining non-defaulting Underwriter their names in Schedule I hereto to the applicable Pricing Agreement bears to the total number aggregate principal amount of shares of the Firm Stock Designated Securities set forth opposite the names of all the remaining non-Underwriters) the Securities which the defaulting Underwriter or Underwriters in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any event that the aggregate principal amount of the Stock on such Delivery Date if the total number of shares of the Stock Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09shall exceed 10% of the total number aggregate principal amount of shares of the Stock to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Stock which it agreed to purchase on such Delivery Date pursuant Designated Securities set forth in Schedule I to the terms of Section 2. If the foregoing maximums are exceededapplicable pricing Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Joint Book-Running Managers who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Designated Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Stock to be purchased on such Delivery Date. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters satisfactory to the Joint Book-Running Managers do not elect to purchase the shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateDesignated Securities, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or the Company, except that Republic. In the Company will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 6 and 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Firm Stock which a the Time of Delivery shall be postponed for such period, not exceeding five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter agreed but failed of its liability, if any, to purchasethe Republic and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by any Underwriter. If, on either Delivery Date, If any one or more Underwriters -------------------------- shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter defaults or Underwriters hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Stock which the defaulting Underwriter agreed but failed to purchase on such Delivery Date take up and pay for (in the respective proportions which the number amount of shares of the Firm Stock Securities set forth opposite the name of each remaining non-defaulting Underwriter their names in Schedule I hereto or Schedule II, as the case may be, bears to the total number aggregate amount of shares of the Firm Stock Securities set forth opposite the names of all the remaining non-Underwriters) the Securities which the defaulting Underwriter or Underwriters in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any event that the aggregate amount of the Stock on such Delivery Date if the total number of shares of the Stock Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09shall exceed 10% of the total number aggregate amount of shares of the Stock to be purchased on such Delivery Date, Securities set forth in Schedule I and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Stock which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceededSchedule II hereto, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Joint Book-Running Managers who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Securities, in and if such proportion as may be agreed upon among them, non-defaulting Underwriters do not purchase all the Stock to be purchased on such Delivery Date. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters satisfactory to the Joint Book-Running Managers do not elect to purchase the shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateSecurities, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall will terminate without liability on the part of to any non-defaulting Underwriter or the Company, except that . In the Company will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 6 and 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Firm Stock which a the Closing Date shall be postponed for such period, not exceeding seven days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter agreed but failed of its liability, if any, to purchasethe Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by any Underwriter. If, on either Delivery Date, If any one or more Underwriters shall fail to purchase and pay for any of the Designated Securities agreed to be purchased by such Underwriter defaults or Underwriters hereunder and such failure to purchase and pay shall constitute a default in the performance of its or their obligations under this Agreement or the Pricing Agreement, the remaining non-defaulting Underwriters shall be obligated severally to purchase the Stock which the defaulting Underwriter agreed but failed to purchase on such Delivery Date take up and pay for (in the respective proportions which the number principal amount of shares of the Firm Stock Designated Securities set forth opposite the name of each remaining non-defaulting Underwriter their names in Schedule I hereto to the applicable Pricing Agreement bears to the total number aggregate principal amount of shares of the Firm Stock Designated Securities set forth opposite the names of all the remaining non-Underwriters) the Securities which the defaulting Underwriter or Underwriters in Schedule I heretoagreed but failed to purchase; provided, however, that in the remaining non-defaulting Underwriters shall not be obligated to purchase any event that the aggregate principal amount of the Stock on such Delivery Date if the total number of shares of the Stock Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09shall exceed 10% of the total number aggregate principal amount of shares of the Stock to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of shares of the Stock which it agreed to purchase on such Delivery Date pursuant Designated Securities set forth in Schedule I to the terms of Section 2. If the foregoing maximums are exceededapplicable pricing Agreement, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Joint Book-Running Managers who so agree, Underwriters shall have the rightright to purchase all, but shall not be obligatedunder any obligation to purchase any, to purchaseof the Designated Securities, in and if such proportion as may be agreed upon among them, nondefaulting Underwriters do not purchase all the Stock to be purchased on such Delivery Date. If the foregoing maximums are exceeded and the remaining Underwriters or other underwriters satisfactory to the Joint Book-Running Managers do not elect to purchase the shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery DateDesignated Securities, this Agreement (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Stock) shall will terminate without liability on the part of to any non-defaulting nondefaulting Underwriter or Hungary. In the Company, except that the Company will continue to be liable for the payment event of expenses to the extent a default by any Underwriter as set forth in Sections 6 and 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, purchases Firm Stock which a the Time of Delivery shall be postponed for such period, not exceeding five business days, as the Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter agreed but failed of its liability, if any, to purchaseHungary and any nondefaulting Underwriter for damages occasioned by its default hereunder.