Common use of Defaulting Initial Purchaser Clause in Contracts

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyCompany or any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one Initial Purchaser defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Initial Purchasers shall fail or refuse be obligated to purchase Securities the Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of on the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally Closing Date in the respective proportions that which the principal amount of Securities the Notes set forth opposite their respective names the name of each remaining non-defaulting Initial Purchaser in Schedule I 1 hereto bears to the aggregate total principal amount of Securities the Notes set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the remaining non-defaulting Initial Purchasers in Schedule 1 hereto; provided, however, that the remaining non-defaulting Initial Purchasers shall not be obligated to purchase any of the Notes on the Closing Date if the total principal amount of the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on such date exceeds 10.0% of the total principal amount of the Notes to be purchased on the Closing Date, and any remaining non-defaulting Initial Purchaser shall not be obligated to purchase more than 110% of the Company for principal amount of the Notes that it agreed to purchase on the Closing Date pursuant to the terms of Section 3. If the foregoing maximums are exceeded, the remaining non-defaulting Initial Purchasers, or those other initial purchasers satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such Securities are proportion as may be agreed upon among them, all the Notes to be purchased on the Closing Date. If the remaining Initial Purchasers or other initial purchasers satisfactory to the Representatives do not made within 36 hours after such defaultelect to purchase the Notes that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of the any non-defaulting Initial Purchasers Purchaser, the Company or the Guarantors, except that the Company and Guarantors will continue to be liable for the payment of expenses to the Companyextent set forth in Section 7. Any action taken under As used in this Agreement, the term “Initial Purchaser” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto that, pursuant to this Section shall not relieve any 10, purchases Notes that a defaulting Initial Purchaser from liability in respect agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Initial Purchaser of any default liability it may have to the Company or Guarantors for damages caused by its default. If other Initial Purchasers are obligated or agree to purchase the Notes of such a defaulting or withdrawing Initial Purchaser under this AgreementPurchaser, either the Representatives or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Pricing Disclosure Package, the Offering Memorandum or in any other document or arrangement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, If any one of the or more Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth pay for any of the aggregate principal amount of Securities agreed to be purchased on by such dateInitial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the other remaining Initial Purchasers shall be obligated severally to take up and pay for (in the respective proportions that which the principal amount of Securities set forth opposite their respective names in Schedule I 1 hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting the remaining Initial Purchasers to purchase Purchasers) the Securities which such the defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. Ifpurchase; provided, on however, that in the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and event that the aggregate principal amount of Securities with respect which the defaulting Initial Purchaser or Initial Purchasers agreed but failed to which such default occurs is more than one tenth purchase shall exceed 10% of the aggregate principal amount of Securities set forth in Schedule 1 hereto, the remaining Initial Purchasers shall have the right to purchase all, but shall not be purchased on such dateunder any obligation to purchase any, of the Securities, and arrangements satisfactory to the if such non-defaulting Initial Purchasers and do not purchase all the Company for the purchase of such Securities are not made within 36 hours after such defaultSecurities, this Agreement shall will terminate without liability on the part of the to any non-defaulting Initial Purchasers Purchaser or of the Company. Any action taken under In the event of a default by any Initial Purchaser as set forth in this Section 10, the Closing Date shall be postponed for such period, not exceeding five Business Days, as the Representative shall determine in order that the required changes in the Final Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser from liability in respect of its liability, if any, to the Company or any default of such non-defaulting Initial Purchaser under this Agreementfor damages occasioned by its default hereunder.

Defaulting Initial Purchaser. If, on the applicable Closing Date, If any one of the or more Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth pay for any of the aggregate principal amount of Securities agreed to be purchased on by such dateInitial Purchaser hereunder, and, in each case, such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the other remaining Initial Purchasers Purchasers, as the case may be, shall be obligated severally to take up and pay for (in the respective proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting the remaining Initial Purchasers to purchase Purchasers) the Securities which such that the defaulting Initial Purchaser or Initial Purchasers agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of the Securities that the defaulting Initial Purchaser or refused Initial Purchasers agreed but failed to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and exceed 10% of the aggregate principal amount of Securities with respect set forth in Schedule I hereto, the Issuers shall be entitled to a period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Initial Purchasers to purchase no less than the amount of such unpurchased Securities that exceeds 10% of the principal amount thereof upon such terms herein set forth. If, however, the Issuers shall not have completed such arrangements within 72 hours after such default occurs is more than one tenth of and the aggregate principal amount of unpurchased Securities exceeds 10% of the principal amount of such Securities to be purchased on such date, and arrangements satisfactory then this Agreement will terminate without liability to the any non-defaulting Initial Purchasers and Purchaser or the Company Issuers. In the event of a default by any Initial Purchaser as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days, to effect any changes that in the opinion of counsel for the purchase of such Securities Issuers or counsel for the Representative shall determine are not made within 36 hours after such default, necessary in the Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of its liability, if any, to the Issuers or any default of such nondefaulting Initial Purchaser under this Agreementfor damages occasioned by its default hereunder.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions that the principal amount of Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities Notes set forth opposite the names of all such non defaulting Initial Purchasers Purchaser to purchase the Securities Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the non-non defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-non defaulting Initial Purchasers Purchaser or of the CompanyCompany or any Guarantor. Any action taken under this Section paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Stage I Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Stage I Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Stage I Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Stage I Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Stage I Securities set forth opposite the names of all such non non-defaulting Initial Purchasers to purchase the Stage I Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Stage I Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Stage I Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Stage I Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company Kratos for the purchase of such Stage I Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyIssuers or any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the First Closing Date or any applicable Option Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I A hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the First Closing Date or any applicable Option Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, If any one of the Initial Purchaser or Initial Purchasers shall fail or refuse default in their obligations to purchase Securities that it or they have agreed to purchase hereunder on such date, under this Agreement and the aggregate principal amount of Securities which that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is does not more than one tenth exceed 10% of the aggregate total principal amount of Securities to be purchased on such dateSecurities, the Representatives may make arrangements satisfactory to the Company for the purchase of such Securities by other persons, including any of the Initial Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Initial Purchasers shall be obligated severally severally, in the proportions that the principal amount of Securities set forth opposite proportion to their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers commitments under this Agreement, to purchase the Securities which that such defaulting Initial Purchaser Purchasers agreed but failed or refused to purchase on such datepurchase. If, on the applicable Closing Date If any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date Initial Purchasers so default and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth or defaults occur exceeds 10% of the aggregate total principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Representatives and the Company for the purchase of such Securities by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of the any non-defaulting Initial Purchasers Purchaser or of the Company, except as provided in Section 9. Any action taken As used in this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section shall not Section. Nothing herein will relieve any a defaulting Initial Purchaser from liability for its default. The respective commitments of the several Initial Purchasers for the purposes of this Section shall be determined without regard to reduction in respect the respective Initial Purchasers’ obligations to purchase the principal amounts of any default of such Initial Purchaser under the Securities set forth opposite their names in this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have has agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions proportion that the principal amount of Securities set forth opposite their its respective names name in Schedule I II hereto bears to the aggregate principal amount of Securities set forth opposite the names name of all such non the non-defaulting Initial Purchasers Purchaser to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have has agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers Purchaser or of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have has agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers Purchaser or of the CompanyCompany or Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities Notes set forth opposite the names of all such non non-defaulting Initial Purchasers to purchase the Securities which Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date Date, any Initial Purchaser shall fail or refuse to purchase Securities which Notes that it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company Issuers for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyIssuers or any Guarantor. Any action taken under this Section 11 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, If any Initial Purchaser shall default in its obligation to purchase on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase be purchased hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of Representative shall have the aggregate principal amount of Securities to be purchased on such dateright, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such defaultthereafter, this Agreement shall terminate without liability on the part to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Initial Purchasers or to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Company. Any action taken under this Section Securities of a defaulting Initial Purchaser or Initial Purchasers by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on the Closing Date, does not exceed 20% of the aggregate number of all the Securities that all the Initial Purchasers are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the number of Securities which such Initial Purchaser agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the number of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; but nothing herein shall relieve any a defaulting Initial Purchaser from liability for its default. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, for a period of not more than seven days in respect order to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Time of Sale Information or the Offering Memorandum or any other documents), and the Company agrees to promptly amend the Time of Sale Information or the Offering Memorandum which in the opinion of the Company and the Initial Purchasers and their counsel may thereby be made necessary. The provisions of this Section 10 shall not in any way affect the liability of any default defaulting Initial Purchaser to the Company or the nondefaulting Initial Purchasers arising out of such default. The term “Initial Purchaser Purchaser” as used in this Agreement shall include any person substituted under this AgreementSection 10 with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

Defaulting Initial Purchaser. If, on the applicable Closing Date, If any one of the Initial Purchaser or Initial Purchasers shall fail or refuse default in their obligations to purchase Securities that it or they have agreed to purchase hereunder on such date, Preferred Stock under this Agreement and the aggregate principal amount number of Securities which shares of Preferred Stock that such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is does not more than one tenth exceed 10% of the aggregate principal amount total number of Securities to be purchased on such dateshares of Preferred Stock, the Representatives may make arrangements satisfactory to the Company for the purchase of such Preferred Stock by other persons, including any of the Initial Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Initial Purchasers shall be obligated severally severally, in the proportions that the principal amount of Securities set forth opposite proportion to their respective names in Schedule I hereto bears commitments under this Agreement, to purchase the aggregate principal amount shares of Securities set forth opposite the names of all Preferred Stock that such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such datepurchase. If, on the applicable Closing Date If any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date Initial Purchasers so default and the aggregate principal amount number of Securities shares of Preferred Stock with respect to which such default occurs is more than one tenth or defaults occur exceeds 10% of the aggregate principal amount total number of Securities to be purchased on such date, shares of Preferred Stock and arrangements satisfactory to the non-defaulting Initial Purchasers Representatives and the Company for the purchase of such Securities Preferred Stock by other persons are not made within 36 hours after such default, this Agreement shall will terminate without liability on the part of the any non-defaulting Initial Purchasers Purchaser or of the Company, except as provided in Section 9. Any action taken As used in this Agreement, the term “Initial Purchaser” includes any person substituted for an Initial Purchaser under this Section shall not Section. Nothing herein will relieve any a defaulting Initial Purchaser from liability for its default. The respective commitments of the several Initial Purchasers for the purposes of this Section shall be determined without regard to reduction in respect the respective Initial Purchasers’ obligations to purchase the number of any default shares of such Initial Purchaser under Preferred Stock set forth opposite their names in this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities Stage I Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities Stage I Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities Stage I Notes to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities Stage I Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities Stage I Notes set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities Stage I Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities Stage I Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities Stage I Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities Stage I Notes to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities Stage I Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyIssuers. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have has agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their its respective names name in Schedule I II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers Purchaser to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers Purchaser or of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities Notes that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities Notes set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities Notes set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities Notes which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities Notes to be purchased on such date, and arrangements satisfactory to the non-non defaulting Initial Purchasers and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-non defaulting Initial Purchasers or of the CompanyCompany or any Guarantor. Any action taken under this Section paragraph shall not relieve any defaulting Initial Purchaser Purchasers from liability in respect of any default of such Initial Purchaser Purchasers under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have has agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers Purchaser or of the CompanyCompany or Guarantors. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers Purchaser shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date Date, any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers Purchaser and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers Purchaser or of any of the CompanyIssuers or Guarantors. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non non-defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company Kratos for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyKratos or any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyCompany or any Guarantor. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one an Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers Purchaser shall fail or refuse be obligated to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such that the defaulting Initial Purchaser agreed but failed or refused to purchase is on the Closing Date; provided, however, that the non-defaulting Initial Purchaser shall not more than one tenth be obligated to purchase any of the Securities on the Closing Date if the aggregate principal amount of Securities that the defaulting Initial Purchaser agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Securities to be purchased on such datethe Closing Date, and the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such non-defaulting Initial Purchaser agreed but failed or refused shall not be obligated to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth 110% of the aggregate principal amount of Securities that it agreed to be purchased purchase on such datethe Closing Date pursuant to the terms of Section 3 hereof. If the foregoing maximums are exceeded, and arrangements satisfactory to the non-defaulting Initial Purchasers and Purchaser shall have the Company for right, but shall not be obligated, to purchase on the Closing Date, the total aggregate amount of Securities to be purchased on the Closing Date. If the non-defaulting Initial Purchaser does not elect to purchase of such the Securities are not made within 36 hours after such defaultthat the defaulting Initial Purchaser agreed but failed to purchase on the Closing Date, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Partnership or any of its subsidiaries, except that the Partnership and the Guarantors will continue to be liable for the payment of expenses to the extent set forth in Sections 7 and 12 hereof. Nothing contained herein shall relieve the defaulting Initial Purchaser of any liability it may have to the Partnership or any Guarantor for damages caused by its default. If the non-defaulting Initial Purchasers Purchaser is obligated or agrees to purchase the Securities of the Company. Any action taken under this Section shall not relieve any defaulting Initial Purchaser, either the non-defaulting Initial Purchaser from liability or the Partnership may postpone the Closing Date for up to seven full business days in respect order to effect any changes in the Offering Memorandum or in any other document or arrangement that in the opinion of any default of such counsel to the Partnership or counsel to the non-defaulting Initial Purchaser under this Agreementmay be necessary.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Company. Any action taken under this Section paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, If any Initial Purchaser shall default in its obligation to purchase on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase be purchased hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of Representative shall have the aggregate principal amount of Securities to be purchased on such dateright, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such defaultthereafter, this Agreement shall terminate without liability on the part to make arrangements for one or more of the non-defaulting Initial Purchasers, or any other initial purchasers, to purchase such Securities on the terms contained herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Initial Purchasers or to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Company. Any action taken under this Section Securities of a defaulting Initial Purchaser or Initial Purchasers by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased on the Closing Date, does not exceed 20% of the aggregate number of all the Securities that all the Initial Purchasers are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting Initial Purchaser to purchase the number of Securities which such Initial Purchaser agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Initial Purchaser to purchase its pro rata share (based on the number of Securities which such Initial Purchaser agreed to purchase hereunder) of the Securities of such defaulting Initial Purchaser or Initial Purchasers for which such arrangements have not been made; but nothing herein shall relieve any a defaulting Initial Purchaser from liability for its default. In any such case, either the Representative or the Company shall have the right to postpone the Closing Date, for a period of not more than seven days in respect order to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Time of Sale Information or the Offering Memorandum or any default other documents), and the Company agrees to promptly amend the Time of such Sale Information or the Offering Memorandum which in the opinion of the Company and the Initial Purchaser under this AgreementPurchasers and their counsel may thereby be made necessary.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 48 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the CompanyCompany (provided that if such default occurs with respect to Option Securities after the Initial Closing Date, this Agreement will not terminate as to the Initial Securities purchased prior to such termination). Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.

Defaulting Initial Purchaser. If, on the applicable Closing Date, any one of the Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on such date, and the aggregate principal amount of Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of Securities to be purchased on such date, the other Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule I hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non defaulting Initial Purchasers to purchase the Securities which such defaulting Initial Purchaser agreed but failed or refused to purchase on such date. If, on the applicable Closing Date any Initial Purchaser shall fail or refuse to purchase Securities which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of Securities with respect to which such default occurs is more than one tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to the non-defaulting Initial Purchasers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or of the Company, except at set forth in Section 9 hereto. Any action taken under this Section shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement.