DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 10 contracts
Samples: Master Agreement (Mbia Capital Claymore Man Dur Inv GRD Muni Fund), Master Agreement (First Trust Value Line R 100 Fund), Master Agreement (Energy Income & Growth Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect ----------------------- of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 8 contracts
Samples: Master Agreement (Nuveen Michigan Dividend Advantage Municipal Fund), Master Agreement (Salomon Brothers High Income Fund Ii Inc), Master Agreement (Nuveen Dividend Advantage Municipal Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, . nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted overallotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 7 contracts
Samples: Master Agreement (ING Global Advantage & Premium Opportunity Fund), Master Agreement (Dreman Claymore Dividend & Income Fund), Master Agreement (Evergreen International Balanced Income Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 6 contracts
Samples: Master Agreement (Preferred Income Strategies Fund Inc), Master Agreement (Muni New York Intermediate Duration Fund Inc), Master Agreement (Corporate High Yield Vi)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters, in respect of its to their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata, with the other nondefaulting Underwriters, the number of defaulted Securities which we shall be obligated to purchase from the Company, provided, however, that the aggregate amount of all such increases for all Underwriters orshall not exceed ten percent (10%) of such Securities, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Securities not taken up by such defaulting Underwriters exceeds such ten percent (10%), you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments numbers of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the nondefaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by you for their respective accounts, pursuant to Section 9 hereof, or to deliver any securities such Securities sold or over-allotted overallotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to each nondefaulting Underwriter shall assume our its proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments share of the other non-defaulting Underwriters of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 5 contracts
Samples: Underwriting Agreement (Investors Capital Holdings LTD), Underwriting Agreement (Amiga Telephony Corp), Underwriting Agreement (Genetic Vectors Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not no taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages damage resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 3 contracts
Samples: Master Agreement (Gabelli Equity Trust Inc), Master Agreement (Royce Otc Micro Cap Fund Inc), Master Agreement (Gabelli Global Multimedia Trust Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted alloted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 3 contracts
Samples: Master Agreement (Neuberger Berman Dividend Advantage Fund Inc), Master Agreement (Neuberger Berman Intermediate Municipal Fund Inc), Master Agreement (General American Investors Co Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations obligations, or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Units which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementUnits and, if provided in the Underwriting Agreementaggregate amount of the Units not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities Units not taken up by such Underwriter. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments amounts of the Units to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and obligations hereunderthe Underwriter’s Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedUnits purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such Units sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the obligations aforesaid ob1igations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 3 contracts
Samples: Underwriting Agreement (NGTV), Underwriting Agreement (NGTV), Underwriting Agreement (NGTV)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, Agreement and to the extent that arrangements shall not have been made by you for any persons to assume the obligations obligation!s of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 2 contracts
Samples: Master Agreement (Nuveen Global Government Enhanced Income Fund), Master Agreement (Nuveen Equity Premium & Growth Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Securities which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementSecurities and, if provided in the Underwriting Agreementaggregate amount of the Securities not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and the Underwriters' obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities Securities purchased, or to deliver any securities such Securities sold or over-allotted by you for the respective accounts of the several Underwriters, Underwriters or to bear their proportion of expenses or liabilities liability pursuant to this the Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter agrees to assume proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Court Lifestyles Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted –allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, Agreement and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Alpine Global Premier Properties Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the such Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement Agreement, except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities Securities purchased, or to deliver any securities Securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion proportionate share of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment obligation relative to the aggregate original underwriting commitments obligations of the other all non-defaulting Underwriters underwriters, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations one or more Underwriters hereunder or under the Underwriting Agreement shall not release us the other Underwriters from any of our their obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves including you or other non-defaulting Underwriters or other non-defaulting International ManagersUnderwriters, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters Underwriter or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting nondefaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of Securities purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of Securities sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the such Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, others which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, and if it is so provided in the such Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting nondefaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if it is so provided in the such Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the such Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Securities which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Securities, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate amount of the Securities not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and obligations hereunderthe Underwriters' Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, such default nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such Securities sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Galacticomm Technologies Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in ----------------------- respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Securities which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementSecurities and, if provided in the Underwriting Agreementaggregate amount of the Securities not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-non- defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and the Underwriters' obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities Securities purchased, or to deliver any securities such Securities sold or over-allotted by you for the respective accounts of the several Underwriters, Underwriters or to bear their proportion of expenses or liabilities liability pursuant to this the Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter agrees to assume proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Court Lifestyles Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations obligations, or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Securities which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementSecurities and, if provided in the Underwriting Agreementaggregate amount of the Securities not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and obligations hereunderthe Underwriter's Obligations under this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such Securities sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Fusion Telecommunications International Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted over — allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, Agreement and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (DWS RREEF World Real Estate & Tactical Strategies Fund, Inc.)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all al1 or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall shal1 be taken as the basis for all rights and obligations hereunder, but this shall shal1 not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall shal1 any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall shal1 not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-non- defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Fiduciary/Claymore MLP Opportunity Fund)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way way, affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) , of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by othersother, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anynondefaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may beUnderwriters. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments commitment, of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations obligation of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefortherefore. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted over allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters commitment, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the number of Shares which we shall be obligated to purchase from the Company, provided that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Shares, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments members of Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of common stock purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of common stock sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (TBC Capital Statutory Trust)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-non- defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting nondefaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted overalloted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Ciber Inc)
DEFAULT BY UNDERWRITERS. Default by any an Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted overalloted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Cohen & Steers Quality Income Realty Fund Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters orin respect of their obligations under this Agreement, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement or any Inter-Syndicate Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves release you from any of your obligations or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a such default by one or more Underwriters or International ManagersUnderwriters, if any, in respect of their obligations under the Underwriting Agreement you agree (subject to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided limitations contained in the Underwriting Agreement, any Inter-Syndicate Agreement or any Selected Dealer agreements) to assume our your proportionate share, based upon the ratio proportion that the amount of our original underwriting commitment the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate original underwriting commitments amount of the other Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters (except in the case of a Two-Tranche OfferingUnderwriters, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by the Representatives for their respective accounts pursuant to Section 12 hereof, or to deliver any securities such Securities sold or over-allotted by you the Representatives for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata with the other nondefaulting Underwriters, the number of Shares which we shall be obligated to purchase from the Company, provided that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Shares, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments numbers of Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of common stock purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of common stock sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted alloted, by you for the respective accounts amounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Pimco Corporate Opportunity Fund)
DEFAULT BY UNDERWRITERS. Default Defaults by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the such Underwriting Agreement, Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anynondefaulting Underwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Defaulting Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, purchased or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such a default by one or more Underwriters, the Representatives are authorized increase, prorata with the other non-defaulting Underwriters, the number of Shares that we shall be obligated to purchase from the Company; PROVIDED, HOWEVER, that the aggregate of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementShares and, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (the Representatives are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves the Representatives or any other non-defaulting Underwriters or other non-defaulting International ManagersUnderwriter, if any, of all or a portion of the Securities Shares not taken up by such defaulting Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments numbers of the Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the Underwriters' obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of a default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of Common Stock purchased by the Representatives for the Underwriters' respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of Common Stock sold or over-allotted by you the Representatives for the Underwriters' respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Ault Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the number of Shares which we shall be obligated to purchase from the Company, provided that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Shares, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments number of Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedShares purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities sold or over-allotted by you such Shares for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations one or more Underwriters hereunder or under the Underwriting Agreement shall not release us the other Underwriters from any of our their obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves including you or other non-defaulting Underwriters or other non-defaulting International ManagersUnderwriters, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters Underwriter or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of Securities purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of Securities sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters orin respect of their obligations under this Agreement, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement or any Inter-Syndicate Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves release you from any of your obligations or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a such default by one or more Underwriters or International ManagersUnderwriters, if any, in respect of their obligations under the Underwriting Agreement you agree (subject to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided limitations contained in the Underwriting Agreement, any Inter-Syndicate Agreement or any Selected Dealer agreements) to assume our your proportionate share, based upon the ratio proportion that the amount of our original underwriting commitment the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate original underwriting commitments amount of the other Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters (except in the case of a Two-Tranche OfferingUnderwriters, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by the Representatives for their respective accounts pursuant to Section 12 hereof, or to deliver any securities such Securities sold or over-allotted overallotted by you the Representatives for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to each non-defaulting Underwriter shall assume our its proportionate share, based upon the ratio proportion that the amount of our original underwriting commitment the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate original underwriting commitments amount of the other Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters Underwriters, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement Among Underwriters (Tortoise Energy Capital Corp)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations one or more Underwriters hereunder or under the Underwriting Agreement shall will not release us the other Underwriters from any of our their obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement, if provided in the Underwriting Agreement, you may (but shall are not be obligated obilgated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other including non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters Underwriter or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations any limitation contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Echapman Com Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters orin respect of their obligations under this Agreement, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreement or any Inter-Syndicate Agreement, if provided in the Underwriting Agreement, you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves release you from any of your obligations or other non-defaulting Underwriters or other non-defaulting International Managers, if any, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a such default by one or more Underwriters or International ManagersUnderwriters, if any, in respect of their obligations under the Underwriting Agreement you agree (subject to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided limitations contained in the Underwriting Agreement, any Inter-Syndicate Agreement or any Selected Dealer agreements) to assume our your proportionate share, based upon the ratio proportion that the amount of our original underwriting commitment the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate original underwriting commitments amount of the other Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters (except in the case of a Two-Tranche OfferingUnderwriters, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by the Representatives for their respective accounts pursuant to Section 12 hereof, or to deliver any securities such Securities sold or over-allotted by you the Representatives for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you the Representatives for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to each non-defaulting Underwriter shall assume our its proportionate share, based upon the ratio proportion that the amount of our original underwriting commitment the Securities set forth in the Underwriting Agreement opposite your name bears to the aggregate original underwriting commitments amount of the other Securities set forth in the Underwriting Agreement opposite the names of all non-defaulting Underwriters Underwriters, of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Tortoise Energy Infrastructure Corp)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as the case may beUnderwriters. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted overalloted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Chartwell Dividend & Income Fund Inc)
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementPurchase agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the that obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or of more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Western Asset Claymore Us Treasury Inflation Pro Sec Fund 2)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the number of Shares which we shall be obligated to purchase from the Company, provided that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Shares, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments number of Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedShares purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities sold or over-allotted by you such Shares for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefortherefore.
Appears in 1 contract
DEFAULT BY UNDERWRITERS. Default by any Underwriter in respect of its obligations hereunder or under the Underwriting Purchase Agreement shall not release us from any of our obligations or in any way affect the liability of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If one or more Underwriters or, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Purchase Agreement, if provided in the Underwriting Agreement, such Purchase Agreement you may (but shall not be obligated to) arrange for the purchase (and entitlement to the underwriting commission) by others, which may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by the defaulting Underwriters or International Managers, as Underwriters. In the case may be. If event that such arrangements are made, the respective original underwriting commitments obligations of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, shall be taken as the basis for all rights and obligations hereunder, ; but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Purchase Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Purchase Agreement to purchase the Securities agreed to be purchased by them thereunderthereunder and, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International ManagersUnderwriters, we agree, if provided in the Underwriting Purchase Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offeringobligation, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Purchase Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchased, or to deliver any securities sold or over-allotted allotted, by you for the respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to this Agreement, and to the extent that arrangements shall not have been made by you for any persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original respective underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters obligation, of the obligations of each defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Master Agreement (Scudder Commodities Stock Fund, Inc.)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability of such any defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If In the event of such default by one or more Underwriters, you are authorized to increase, pro rata with the other non-defaulting Underwriters, the amount of Securities which we shall be obligated to purchase from the Company; provided, however, that the aggregate amount of all such increases for all non-defaulting Underwriters or, in shall not exceed 10% of the case of a Two-Tranche Offering, International Managers default under the Underwriting AgreementSecurities and, if provided in the Underwriting Agreementaggregate amount of the Securities not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or you and other non-defaulting Underwriters or other non-defaulting International Managers, if anyUnderwriters, of all or a portion of the Securities not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments of the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, the non-defaulting Underwriters and by any such other person or persons shall be taken as the basis for all rights and the Underwriters' obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedSecurities purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such Securities sold or over-allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provision of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
Samples: Underwriting Agreement (Rosedale Decorative Products LTD)
DEFAULT BY UNDERWRITERS. Default by any Underwriter one or more Underwriters in respect of its their obligations hereunder or under the Underwriting Agreement shall not release us from any of our obligations or in any way affect the liability obligations. In case of such defaulting Underwriter to the other Underwriters or defaulting International Manager, if any, to the other Underwriters or International Managers, if any, for damages resulting from such default. If default by one or more Underwriters, you are authorized to increase, pro rata with the other nondefaulting Underwriters, the number of Shares which we shall be obligated to purchase from the Company, provided that the aggregate amount of all such increases for all non-defaulting Underwriters orshall not exceed 10% of the Shares, in the case of a Two-Tranche Offering, International Managers default under the Underwriting Agreementand, if provided in the Underwriting Agreementaggregate number of the Shares not taken up by such defaulting Underwriters exceeds such 10%, you may (are further authorized, but shall not be obligated to) obligated, to arrange for the purchase (and entitlement to the underwriting commission) by othersother persons, which who may include yourselves or other non-defaulting Underwriters or other non-defaulting International Managers, if anyyourselves, of all or a portion of the Securities Shares not taken up by such Underwriters. In the defaulting Underwriters event any such increases or International Managers, as the case may be. If such arrangements are made, the respective original underwriting commitments numbers of Shares to be purchased by the non-defaulting Underwriters and the amounts of the Securities to be purchased by others, if any, any such other person or persons shall be taken as the basis for all rights and the underwriting obligations hereunderunder this Agreement, but this shall not in any way affect the liability of any defaulting Underwriter or defaulting International Manager, if any, Underwriters to the other Underwriters or International Managers, if any, for damages resulting from its such default, nor shall any such default relieve any other Underwriter or other International Manager, if any, of any of its obligations hereunder or under the Underwriting Agreement except as herein or therein provided. In addition, in the event of a default by one or more Underwriters or International Managers, if any, in respect of their obligations under the Underwriting Agreement to purchase the Securities agreed to be purchased by them thereunder, and to the extent that arrangements shall not have been made by you for any person to assume the obligations of such defaulting Underwriter or Underwriters or International Manager or International Managers, we agree, if provided in the Underwriting Agreement, to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other non-defaulting Underwriters (except in the case of a Two-Tranche Offering, in which case, to the aggregate original underwriting commitments of the other non-defaulting Underwriters and non-defaulting International Managers) of the obligations of each such defaulting Underwriter and defaulting International Manager (subject to the limitations contained in the Underwriting Agreement) without relieving such defaulting Underwriter or defaulting International Manager of its liability therefor. In the event of default by one or more Underwriters in respect of their obligations under this Agreement to take up and pay for any securities purchasedshares of common stock purchased by you for their respective accounts pursuant to Section 9 hereof, or to deliver any securities such shares of common stock sold or over-over- allotted by you for the their respective accounts of the several Underwriters, or to bear their proportion of expenses or liabilities pursuant to any provisions of this Agreement, and to the extent that arrangements shall not have been made by you for any other persons to assume the obligations of such defaulting Underwriter or Underwriters, we agree to assume our proportionate share, based upon the ratio of our original underwriting commitment to the aggregate original underwriting commitments of the other each non-defaulting Underwriters Underwriter shall assume its proportionate share of the aforesaid obligations of each such defaulting Underwriter without relieving any such defaulting Underwriter of its liability therefor.
Appears in 1 contract
