Common use of Defaulting Purchaser Clause in Contracts

Defaulting Purchaser. (a) If, on the Closing Date, any Purchaser defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Purchasers may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Purchasers to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Purchaser, either the non-defaulting Purchasers or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Purchasers may be necessary in any document or arrangement. As used in this Agreement, the term "Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in Section 8.02(a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, then this Agreement shall terminate without liability on the part of the non-defaulting Purchasers. Any termination of this Agreement pursuant to this Article VIII shall be without liability on the part of the Company or its Subsidiaries, except that the Company will continue to be liable for the payment of expenses as set forth in Article IX hereof and except that the provisions of Article VIII hereof shall not terminate and shall remain in effect. (c) Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Company, its Subsidiaries or any non-defaulting Purchaser for damages caused by its default.

Defaulting Purchaser. (a) If, on the Closing Date, any Purchaser defaults on its obligation to purchase the Notes that it has agreed to purchase hereunder, the non-defaulting Purchasers may in their discretion arrange for the purchase of such Notes by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers do not arrange for the purchase of such Notes, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Purchasers to purchase such Notes on such terms. If other persons become obligated or agree to purchase the Notes of a defaulting Purchaser, either the non-defaulting Purchasers or the Company may postpone the Closing Date for up to five full Business Days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Purchasers may be necessary in any document or arrangement. As used in this Agreement, the term "Purchaser" includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchase. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers and the Company as provided in Section 8.02(a) above, the aggregate principal amount of such Notes that remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Notes, then this Agreement shall terminate without liability on the part of the non-defaulting Purchasers. Any termination of this Agreement pursuant to this Article VIII shall be without liability on the part of the Company or its Subsidiaries, except that the Company will continue to be liable for the payment of expenses as set forth in Article IX hereof and except that the provisions of Article VIII VII hereof shall not terminate and shall remain in effect. (c) Nothing contained herein shall relieve a defaulting Purchaser of any liability it may have to the Company, its Subsidiaries or any non-defaulting Purchaser for damages caused by its default.

Defaulting Purchaser. (a) If, on the Closing Date, If any Purchaser defaults on shall default in its obligation to purchase the Notes that Securities which it has agreed to purchase hereunder, the non-defaulting Purchasers you may in their your discretion arrange for the you or another party or other parties to purchase of such Notes by other persons satisfactory to the Company Securities on the terms contained in this Agreementherein. If, If within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers Purchaser you do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other persons parties reasonably satisfactory to the non-defaulting Purchasers you to purchase such Notes Securities on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase the Notes of a defaulting Purchasersuch Securities, either the non-defaulting Purchasers or the Company may notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Closing Date or any Additional Closing Date for up a period of not more than seven days (provided, that any Additional Closing Date must occur during the Option Period (after giving effect to five full Business Days any such postponement)), in order to effect any whatever changes that may thereby be made necessary in the opinion of counsel for Offering Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or counsel for supplements to the Purchasers Offering Memorandum which in your opinion may thereby be necessary in any document or arrangementmade necessary. As The term “Purchaser” as used in this Agreement, the term "Purchaser" includes, for all purposes of Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant with respect to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchasesuch Securities. (b) If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers you and the Company as provided in Section 8.02(a9(a) above, the aggregate principal amount of such Notes that Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in Section 9(a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the NotesSecurities, or if the Company shall not exercise the right described in Section 9(b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement (or, with respect to any Additional Closing Date, the obligations of the Purchasers to purchase and of the Company to sell the Option Securities) shall terminate thereupon terminate, without liability on the part of the any non-defaulting Purchasers. Any termination of this Agreement pursuant Purchaser or the Company, except for the expenses to this Article VIII shall be without liability on the part of borne by the Company or its Subsidiaries, except that and the Company will continue to be liable for the payment of expenses Purchasers as set forth provided in Article IX Section 10 hereof and except that the provisions of Article VIII hereof shall not terminate indemnity and shall remain contribution agreements in effect. (c) Nothing contained Section 6 hereof; but nothing herein shall relieve a defaulting Purchaser of any from liability it may have to the Company, its Subsidiaries or any non-defaulting Purchaser for damages caused by its default.

Defaulting Purchaser. (a) If, on the Closing Date, If any Purchaser defaults on shall default in its obligation to purchase the Notes that Securities which it has agreed to purchase hereunder, the non-defaulting Purchasers you may in their your discretion arrange for the you or another party or other parties to purchase of such Notes by other persons satisfactory to the Company Securities on the terms contained in this Agreementherein. If, If within 36 hours after any such default by any Purchaser, the non-defaulting Purchasers Purchaser you do not arrange for the purchase of such NotesSecurities, then the Company shall be entitled to a further period of 36 hours within which to procure another party or other persons parties reasonably satisfactory to the non-defaulting Purchasers you to purchase such Notes Securities on such terms. If other persons become obligated or agree to In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase the Notes of a defaulting Purchasersuch Securities, either the non-defaulting Purchasers or the Company may notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Closing Date or any Additional Closing Date for up a period of not more than seven days (provided, that any Additional Closing Date must occur during the Option Period (after giving effect to five full Business Days any such postponement)), in order to effect any whatever changes that may thereby be made necessary in the opinion of counsel for Offering Memorandum, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or counsel for supplements to the Purchasers Offering Memorandum which in your opinion may thereby be necessary in any document or arrangementmade necessary. As The term “Purchaser” as used in this Agreement, the term "Purchaser" includes, for all purposes of Agreement shall include any person substituted under this Section 9(a) with like effect as if such person had originally been a party to this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant with respect to this Article VIII, purchases Notes that a defaulting Purchaser agreed but failed to purchasesuch Securities. (b) If, after giving effect to any arrangements for the purchase of the Notes Securities of a defaulting Purchaser or Purchasers by the non-defaulting Purchasers you and the Company as provided in Section 8.02(a9(a) above, the aggregate principal amount of such Notes that Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in Section 9(a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the NotesSecurities, or if the Company shall not exercise the right described in Section 9(b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement (or, with respect to any Additional Closing Date, the obligations of the Purchasers to purchase and of the Company to sell the Option Securities) shall terminate thereupon terminate, without liability on the part of the any non-defaulting Purchasers. Any termination of this Agreement pursuant Purchaser or the Company, except for the expenses to this Article VIII shall be without liability on the part of borne by the Company or its Subsidiaries, except that and the Company will continue to be liable for the payment of expenses Purchasers as set forth provided in Article IX Section 10 hereof and except that the provisions of Article VIII hereof shall not terminate indemnity and shall remain contribution agreements in effect. (c) Nothing contained Section 6 hereof; but nothing herein shall relieve a defaulting Purchaser of any from liability it may have to the Company, its Subsidiaries or any non-defaulting Purchaser for damages caused by its default.