Common use of Default by One or More of the Initial Purchasers Clause in Contracts

Default by One or More of the Initial Purchasers. If one or more of the Initial Purchasers shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasers, or (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12.

Default by One or More of the Initial Purchasers. If any one or more of the Initial Purchasers shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, Purchaser or any other initial purchasers, Initial Purchasers agreed but failed to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the Securities to be purchased hereunder, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount thereof in the proportions that their respective all, but shall not be under any obligation to purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasersany, or (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, either the Representative(s) or the Company shall have the right to postpone the Closing Time shall be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the Offering Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term "Initial Purchaser" includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section. SECTION 12of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Default by One or More of the Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the amount of Securities set forth opposite their respective names on Schedule I bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail at the Closing Time or refuse to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities with respect to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasers, or (b) if the principal amount of Defaulted Securities which such default occurs exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party except that the provisions of Section 5 and Section 7 shall at all times be effective and shall survive such termination, but only as to such non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its defaultPurchasers. In the event of any such default which does not result in a termination of this Agreement, case either the Representative(s) Initial Purchasers on the one hand or the Company on the other hand shall have the right to postpone the Closing Time Date, as the case may be, but in no event for a period not exceeding longer than seven days in order that any changes to effect any required changes in the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12arrangements deemed necessary or desirable may be effected.

Default by One or More of the Initial Purchasers. If any one or more of the Initial Purchasers shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which it the defaulting Initial Purchaser or they are obligated Initial Purchasers agreed but failed to purchase; PROVIDED, HOWEVER, that in the event that the aggregate amount of Securities which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the Securities to be purchased hereunder, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount thereof in the proportions that their respective all, but shall not be under any obligation to purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasersany, or (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, either the Representative(s) or the Company shall have the right to postpone the Closing Time shall be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the Offering Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term "Initial Purchaser" includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section. SECTION 12of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.

Default by One or More of the Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the amount of Securities set forth opposite their respective names on Schedule I bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail at the Closing Time or refuse to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if the principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount number of the Securities with respect to be purchased hereunder, each of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasers, or (b) if the principal amount of Defaulted Securities which such default occurs exceeds 10% of the aggregate principal amount number of the Securities to be purchased hereunderon the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any party to any other party except that the provisions of Section 5, Section 7 and Section 10 shall at all times be effective and shall survive such termination, but only as to such non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its defaultPurchasers. In the event of any such default which does not result in a termination of this Agreement, case either the Representative(s) Initial Purchasers on the one hand or the Company on the other hand shall have the right to postpone the Closing Time Date, as the case may be, but in no event for a period not exceeding longer than seven days in order that any changes to effect any required changes in the Final Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12arrangements deemed necessary or desirable may be effected.

Default by One or More of the Initial Purchasers. If (a) If, on the Closing Date, any one or more Initial Purchaser defaults in the performance of the Initial Purchasers shall fail at the Closing Time its obligations to purchase the Securities which that it or they are obligated have agreed to purchase under this Agreement (hereunder, and the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if the aggregate principal amount of Defaulted Securities that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% one-tenth of the aggregate principal amount of the Securities to be purchased hereunderon the Closing Date, each of then the remaining non-defaulting Initial Purchasers shall be obligated, severally and not jointlyseverally, to purchase the full amount thereof Securities that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date in the proportions that the principal amount of Securities set forth opposite their respective purchase obligations hereunder bear names in Schedule 1 hereto bears to the purchase obligations aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers in Schedule 1 hereto, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities that such defaulting Initial Purchaser or (b) if Initial Purchasers agreed but failed or refused to purchase on the Closing Date; provided, however, that in no event shall the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities that any Initial Purchaser has agreed to be purchased hereunder, purchase pursuant to this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken be increased pursuant to this Section shall relieve any defaulting Initial Purchaser from liability 13 by an amount in respect excess of its default. In one-ninth of such principal amount of Securities without the event written consent of any such default which does not result in a termination of this Agreement, either the Representative(s) or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12.

Default by One or More of the Initial Purchasers. If one or more of the Initial Purchasers shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase purchase, each severally and not jointly, all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative(s) Representatives shall not have completed such arrangements within such 24 24-hour period, then: (a) if then this Agreement or, with respect to any Date of Delivery which occurs after the principal amount of Defaulted Securities does not exceed 10% Closing Time, the obligation of the aggregate principal amount Initial Purchasers to purchase and of the Securities Company to sell the Additional Notes to be purchased hereunder, each and sold on such Date of the non-defaulting Initial Purchasers shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasers, or (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement Delivery shall terminate without liability on the part of any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting Initial Purchaser from liability in respect of its default. In the event of any such default which does not result in a termination of this AgreementAgreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Initial Purchasers to purchase and of the Company to sell the Additional Notes to be purchased and sold on such Date of Delivery, as the case may be, either the Representative(s) Representatives or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Offering Memorandum or in any other documents or arrangements. As used herein, the term "Initial Purchaser" includes any person substituted for an Initial Purchaser under this Section. SECTION 12.

Default by One or More of the Initial Purchasers. If any one or more of the Initial Purchasers shall fail at the Closing Time to purchase and pay for any of the Securities agreed to be purchased by such Initial Purchaser or Initial Purchasers hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule I hereto bears to the aggregate amount of Securities set forth opposite the names of all the remaining Initial Purchasers) the Securities which it or they are obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Initial Purchasers, Purchaser or any other initial purchasers, Initial Purchasers agreed but failed to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthpurchase; ifprovided, however, that in the Representative(s) shall not have completed such arrangements within such 24 hour period, then: (a) if event that the principal aggregate amount of Defaulted Securities does not which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule I hereto, the Securities to be purchased hereunder, each of the non-defaulting remaining Initial Purchasers shall be obligated, severally and not jointly, have the right to purchase the full amount thereof in the proportions that their respective all, but shall not be under any obligation to purchase obligations hereunder bear to the purchase obligations of all non-defaulting Initial Purchasersany, or (b) if the principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount Securities, and if such nondefaulting Initial Purchasers do not purchase all of the Securities to be purchased hereunderSecurities, this Agreement shall will terminate without liability on the part of to any non-defaulting Initial Purchaser. No action taken pursuant to this Section shall relieve any defaulting nondefaulting Initial Purchaser from liability in respect of its defaultor the Company. In the event of a default by any such default which does not result Initial Purchaser as set forth in a termination of this AgreementSection 11, either the Representative(s) or the Company shall have the right to postpone the Closing Time shall be postponed for a period such period, not exceeding seven days five Business Days, as the Initial Purchasers shall determine in order to effect any that the required changes in the Offering Final Memorandum or in any other documents or arrangementsarrangements may be effected. As used herein, the term "Initial Purchaser" includes Nothing contained in this Agreement shall relieve any person substituted for an defaulting Initial Purchaser under this Section. SECTION 12of its liability, if any, to the Company and any nondefaulting Initial Purchaser for damages occasioned by its default hereunder.