Common use of Delayed Purchases Clause in Contracts

Delayed Purchases. Notwithstanding anything to the contrary in this Agreement, at any time after the Seller delivers a Purchase Notice pursuant to this Section 1.2 and prior to the date of the requested Purchase, any Managing Agent of a Delayed Funding Purchase Group may notify the Seller, the Servicer, and the Administrative Agent in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller may, in its sole discretion, upon notice to such Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) above, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group until such time as it has been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group that is not a Delayed Funding Purchase Group may elect to identify such Purchase Group as a Delayed Funding Purchase Group by providing 60 days’ prior written notice to the Seller, the Servicer, and the Administrative Agent of such election.

Delayed Purchases. Notwithstanding anything any provisions to the ----------------- contrary in this Agreement, herein, (a) If at the time of the First Closing any time after of the Seller delivers a Purchase Notice pursuant to this Section 1.2 and prior Category 2A Requirements applicable to the date of the requested Purchase, any Managing Agent of a Delayed Funding Purchase Group may notify the SellerFirst Closing shall not have been satisfied, the Servicer, and the Administrative Agent in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller Acquiror may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller mayelect, in its sole discretion, upon notice to such Managing Agent and delay the Administrative Agent, require each Purchaser purchase of the Equity Securities of the DEGI Group member located in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee jurisdiction in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) above, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price Category 2A Requirements shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group have been satisfied until such time as it has such requirements have been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group satisfied; provided that is not a Delayed Funding Purchase Group may elect to identify such Purchase Group as a Delayed Funding Purchase Group by providing 60 days’ prior the Acquiror shall have given written notice to the SellerParent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the First Closing, the ServicerParent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the DEGI Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the DEGI Group, cause the appropriate member of the DEGI Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the Administrative Agent Merger Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such electionEquity Securities pursuant to this subsection (a) shall be disregarded; and (iv) at the First Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. (b) If at the time of the Second Closing any of the Category 2A Requirements applicable to the Second Closing shall not have been satisfied, the Acquiror may elect, in its sole discretion, to delay the purchase of the Equity Securities of the BV Group member located in such jurisdiction in which such Category 2A Requirements shall not have been satisfied until such time as such requirements have been satisfied; provided that the Acquiror shall have given written notice to the Parent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the Second Closing, the Parent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the BV Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the BV Group, cause the appropriate member of the BV Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the BV Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such Equity Securities pursuant to this subsection (b) shall be disregarded; and (iv) at the Second Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. (c) If the Equity Securities of any member of the DEGI Group or the BV Group are subject to delayed purchase pursuant to subsection (a) or (b) of this Section 2.13 and the operations of such member are conducted in more than one jurisdiction, the Halliburton Company Agreement and Plan of Recapitalization Parent and the Acquiror shall cooperate in amending Annex B to preserve the assets of such member that are located in any jurisdiction other than the Category 2A Jurisdiction resulting in the delayed purchase.

Delayed Purchases. Notwithstanding anything to the contrary in this Agreement, at any time after the Seller delivers a Purchase Notice pursuant to this Section 1.2 and prior to the date of the requested Purchase, any Managing Agent of a Delayed Funding Purchase Group may notify the Seller, the Servicer, and the Administrative Agent in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller may, in its sole discretion, upon notice to such Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) above, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group until such time as it has been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group that is not a Delayed Funding Purchase Group may elect to identify such Purchase Group as a Delayed Funding Purchase Group by providing 60 days’ prior written notice to the Seller, the Servicer, and the Administrative Agent of such election.” (d) Section 1.3 of the Agreement is hereby amended by deleting the third sentence thereof in its entirety and replacing it with the following: “Each Aggregate Reduction shall be distributed ratably by the Administrative Agent to each Purchase Group based upon the Capital held by each Purchase Group, and shall be applied by each Managing Agent to the Capital of the Purchasers in such Managing Agent’s Purchase Group as directed by Seller (x) to the Capital of the Committed Purchasers in such Purchase Group ratably in accordance with the amount of Capital of such Committed Purchasers and/or (y) to the Capital of the Conduit Purchasers in such Purchase Group ratably in accordance with the Capital of such Conduit Purchasers.” (e) Section 1.4 of the Agreement is hereby amended by deleting the third sentence thereof in its entirety and replacing it with the following: “Amounts payable to any Purchaser or L/C Issuer shall be paid to the Administrative Agent to an account specified by the Administrative Agent to Seller from time to time, and the Administrative Agent shall promptly forward such amounts to the Managing Agent for such Purchaser’s or L/C Issuer’s Purchase Group, for the account of such Purchaser or L/C Issuer, as applicable, at the account specified by such Managing Agent from time to time.” (f) Subsection 1.5(f)(i) of the Agreement is hereby amended by deleting the second and third sentences thereof in their entirety and replacing them with the following: “Seller shall reimburse the applicable L/C Issuer, by paying to the Administrative Agent (and the Administrative Agent shall promptly forward such amounts to such L/C Issuer) in an amount equal to the amount paid by such L/C Issuer thereunder in respect of such drawing not later than (a) 2:00 p.m. (New York time) on the date on which such drawing is paid by such L/C Issuer (the “Drawing Date”), if Seller shall have received notice of such drawing prior to 11:00 a.m. (New York time) on such Drawing Date or (b) 11:00 a.m. (New York time) on the Business Day immediately following the Drawing Date (or the date on which Seller shall have received such notice), if Seller shall have received notice of such drawing after 11:00 a.m. (New York time) on the Drawing Date (or such other date). In the event Seller fails to reimburse the applicable L/C Issuer for the full amount of any drawing under any Letter of Credit by payment to the Administrative Agent as and when required in accordance with the immediately preceding sentence, then the Administrative Agent shall promptly notify each Managing Agent thereof, and Seller shall be deemed to have requested that an Incremental Purchase be made ratably by the Purchase Groups to be disbursed on the date of delivery of such notice with respect to such Letter of Credit in accordance with Section 1.2.”

Delayed Purchases. Notwithstanding anything to the contrary in this Agreement, from and after January 1, 2015, if the LCR Adoption Date has occurred, then at any time after the Seller delivers a Purchase Notice pursuant to this Section 1.2 or a Letter of Credit Request pursuant to Section 1.5, and prior to the date of the requested Purchase, any a Managing Agent of a Delayed Funding Purchase Group may notify the Seller, the Servicer, and the Administrative Agent Seller in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) or L/C Purchase, as applicable, on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase or L/C Purchase. In conjunction with its first delivery of a Delayed Purchase Notification under this Section 1.2(b), each Managing Agent shall also deliver to the Seller and the Servicer such Managing Agent’s certification that it intends to take similar action in other substantially similar financing arrangements (which are subject to comparable funding levels) in which it is involved in a correlative role. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller may, in its sole discretion, upon notice to such Managing Agent and the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In At least 60 days prior to the absence delivery of a rescission by its first Delayed Purchase Notification to the Seller pursuant hereunder and as a condition to clause (i) aboveany Managing Agent exercising its rights under this Section 1.2(b), (A) each Managing Agent shall provide notice to the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice Seller and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group until such time as Servicer that it has been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group that is not a Delayed Funding Purchase Group may elect to identify deliver such Delayed Purchase Group as a Delayed Funding Purchase Group Notification, which notice may be revoked by providing 60 days’ prior written notice to the Seller, the Servicer, and the Administrative such Managing Agent of such electionat any time.

Delayed Purchases. Notwithstanding anything any provisions to the contrary in this Agreement, herein, (a) If at the time of the First Closing any time after of the Seller delivers a Purchase Notice pursuant to this Section 1.2 and prior Category 2A Requirements applicable to the date of the requested Purchase, any Managing Agent of a Delayed Funding Purchase Group may notify the SellerFirst Closing shall not have been satisfied, the Servicer, and the Administrative Agent in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller Acquiror may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller mayelect, in its sole discretion, upon notice to such Managing Agent and delay the Administrative Agent, require each Purchaser purchase of the Equity Securities of the DEGI Group member located in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee jurisdiction in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) above, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price Category 2A Requirements shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group have been satisfied until such time as it has such requirements have been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group satisfied; provided that is not a Delayed Funding Purchase Group may elect to identify such Purchase Group as a Delayed Funding Purchase Group by providing 60 days’ prior the Acquiror shall have given written notice to the SellerParent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the First Closing, the ServicerParent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the DEGI Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the DEGI Group, cause the appropriate member of the DEGI Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the Administrative Agent Merger Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such electionEquity Securities pursuant to this subsection (a) shall be disregarded; and (iv) at the First Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION 13 (b) If at the time of the Second Closing any of the Category 2A Requirements applicable to the Second Closing shall not have been satisfied, the Acquiror may elect, in its sole discretion, to delay the purchase of the Equity Securities of the BV Group member located in such jurisdiction in which such Category 2A Requirements shall not have been satisfied until such time as such requirements have been satisfied; provided that the Acquiror shall have given written notice to the Parent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the Second Closing, the Parent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the BV Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the BV Group, cause the appropriate member of the BV Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the BV Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such Equity Securities pursuant to this subsection (b) shall be disregarded; and (iv) at the Second Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. (c) If the Equity Securities of any member of the DEGI Group or the BV Group are subject to delayed purchase pursuant to subsection (a) or (b) of this Section 2.13 and the operations of such member are conducted in more than one jurisdiction, the Parent and the Acquiror shall cooperate in amending Annex B to preserve the assets of such member that are located in any jurisdiction other than the Category 2A Jurisdiction resulting in the delayed purchase.

Delayed Purchases. Notwithstanding anything to The Seller and the contrary Purchasers agree that each requested Funded Purchase shall be funded in this Agreementaccordance with Section 1.2(b) on the Purchase Date specified in the Purchase Notice unless, at any time not later than 12:00 noon (New York City time) on the Business Day after the Seller delivers a such Purchase Notice pursuant to this Section 1.2 and prior to the date of the requested PurchaseNotice, any Managing Agent of Purchaser (any such Purchaser, a “Delayed Funding Purchase Group may notify Purchaser”) notifies the Seller, the Servicer, Seller and the Administrative Agent each other party hereto in writing (a “Delayed Purchase NotificationNotice”) of that (x) charges relating to the “liquidity coverage ratio” under Basel III have been and are being recognized on such Delayed Funding Purchaser’s commitments, interests or obligations hereunder and (y) such Delayed Funding Purchaser intends to fund its intention to purchase all or any portion of its related Purchase Group Ratable Share of such Incremental the Purchase so requested (the “Delayed Purchase PriceAmount”) on a date specified in writing that is on or before the thirty-fifth (35th) day following the Purchase Date specified in such Purchase Notice (or if such day is not a Business Day, then on the next succeeding Business Day) (the “Delayed Purchase Date”) rather than on the Purchase Date requested in the Purchase Notice. For the avoidance of doubt, the Seller acknowledges and agrees that the “charges” provided for in the Delayed Purchase Notice pursuant to clause (x) above may be external charges incurred by the Delayed Funding Purchaser or internal charges incurred by any business unit of the Delayed Funding Purchaser in respect of its commitments, interests or obligations hereunder. Upon receipt of a Delayed Purchase Notice, the Seller may revoke the related Purchase Notice in whole by 4:00 p.m. (New York City time) on the Business Day on which the Seller receives the Delayed Purchase Notice; provided, however that failure by the Seller to revoke the related Purchase Notice as provided above shall be deemed an acceptance of the Delayed Purchase Date and the Purchase Date specified in such Purchase Notice with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller may at any time prior Purchaser shall automatically be deemed to be the Delayed Purchase Date rescind Date. Should the Seller revoke the Purchase Notice partially or in its entirety (and if partiallyNotice, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) such revocation shall be without cost to the Seller mayand the Administrator and the Purchasers shall not be entitled to damages, in its sole discretion, upon notice compensation or indemnity from the Seller due to such Managing Agent and revocation. For the Administrative Agent, require each Purchaser in such Managing Agent’s Purchase Group to assign and delegate, without recourse all avoidance of its interests, rights and obligations under this Agreement to an assignee in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) abovedoubt, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price shall not be taken into account in determining the each Purchaser Interest of any applicable Delayed Funding Purchase Group until such time as it has been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group that is not a Delayed Funding Purchaser shall be obligated to fund its Ratable Share of the requested Purchase Group may elect in accordance with Section 1.2(b), and (B) so long as the applicable conditions precedent set forth in Exhibit II with respect to identify such the requested Purchase Group as a were satisfied on the related Purchase Date, the Delayed Funding Purchaser shall be required to fund the Delayed Purchase Group Amount on the Delayed Purchase Date irrespective of whether the Seller would be able to satisfy the applicable conditions precedent set forth in Exhibit II on such Delayed Purchase Date. No Delayed Funding Purchaser shall be considered to be in default of its obligation to fund its Delayed Purchase Amount hereunder unless and until it has failed to fund the Delayed Purchase Amount on or before the Delayed Purchase Date. For the avoidance of doubt, Discount shall not accrue on any Delayed Purchase Amount until the date such Delayed Purchase Amount is funded by providing 60 days’ prior written notice to the Seller, the Servicer, and the Administrative Agent of such electionDelayed Funding Purchaser.

Delayed Purchases. Notwithstanding anything any provisions to the contrary in this Agreement, herein, (a) If at the time of the First Closing any time after of the Seller delivers a Purchase Notice pursuant to this Section 1.2 and prior Category 2A Requirements applicable to the date of the requested Purchase, any Managing Agent of a Delayed Funding Purchase Group may notify the SellerFirst Closing shall not have been satisfied, the Servicer, and the Administrative Agent in writing (a “Delayed Purchase Notification”) of its intention to purchase all or any portion of its related Purchase Group Share of such Incremental Purchase (the “Delayed Purchase Price”) on the Delayed Purchase Date with respect to such Purchase Notice rather than on the requested date of such Incremental Purchase. In the event a Managing Agent of a Delayed Funding Purchase Group delivers a Delayed Purchase Notification: (i) the Seller Acquiror may at any time prior to the Delayed Purchase Date rescind the Purchase Notice partially or in its entirety (and if partially, pro rata among the Purchase Groups in accordance with the terms of this Agreement), and (ii) the Seller mayelect, in its sole discretion, upon notice to such Managing Agent and delay the Administrative Agent, require each Purchaser purchase of the Equity Securities of the DEGI Group member located in such Managing Agent’s Purchase Group to assign and delegate, without recourse all of its interests, rights and obligations under this Agreement to an assignee jurisdiction in accordance with and subject to the restrictions contained in Section 12.4 of this Agreement. In the absence of a rescission by the Seller pursuant to clause (i) above, (A) the Committed Purchasers in the Purchase Groups which did not elect to defer the Incremental Purchase shall be obligated to fund their respective Purchase Group Shares of such Incremental Purchase on the applicable requested date of the Incremental Purchase as specified in the Purchase Notice and the Committed Purchasers in the Purchase Group which elected to defer the Incremental Purchase shall be obligated to fund the Delayed Purchase Price on the applicable Delayed Purchase Date and (B) the applicable Delayed Purchase Price Category 2A Requirements shall not be taken into account in determining the Purchaser Interest of any applicable Delayed Funding Purchase Group have been satisfied until such time as it has such requirements have been funded other than for purposes of calculating such Delayed Funding Purchase Group’s available Group Purchase Limit. The Managing Agent of any Purchase Group satisfied; provided that is not a Delayed Funding Purchase Group may elect to identify such Purchase Group as a Delayed Funding Purchase Group by providing 60 days’ prior the Acquiror shall have given written notice to the SellerParent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the First Closing, the ServicerParent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the DEGI Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the DEGI Group, cause the appropriate member of the DEGI Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the Administrative Agent Merger Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such electionEquity Securities pursuant to this subsection (a) shall be disregarded; and (iv) at the First Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION (b) If at the time of the Second Closing any of the Category 2A Requirements applicable to the Second Closing shall not have been satisfied, the Acquiror may elect, in its sole discretion, to delay the purchase of the Equity Securities of the BV Group member located in such jurisdiction in which such Category 2A Requirements shall not have been satisfied until such time as such requirements have been satisfied; provided that the Acquiror shall have given written notice to the Parent of such election no later than ten (10) Business Days prior to the Closing Date. In such event, (i) prior to the Second Closing, the Parent shall (A), if the assets subject to delayed purchase have not theretofore been transferred to the BV Group, cause a Retained Subsidiary to retain such assets or, if the assets subject to delayed purchase have theretofore been transferred to the BV Group, cause the appropriate member of the BV Group to transfer such Equity Securities to a member of the Parent Group; (ii) the Preliminary Purchase Price and the BV Consideration shall be reduced by the dollar amount allocated to such Equity Securities on Schedule 2.13 to the Parent's Disclosure Letter; (iii) for any determination of Net Equity, the transfer of such Equity Securities pursuant to this subsection (b) shall be disregarded; and (iv) at the Second Closing, the Acquiror shall execute and deliver to the Parent a Purchase and Sale Agreement, in form and substance substantially similar to the form thereof attached hereto as Appendix IX. (c) If the Equity Securities of any member of the DEGI Group or the BV Group are subject to delayed purchase pursuant to subsection (a) or (b) of this Section 2.13 and the operations of such member are conducted in more than one jurisdiction, the Parent and the Acquiror shall cooperate in amending Annex B to preserve the assets of such member that are located in any jurisdiction other than the Category 2A Jurisdiction resulting in the delayed purchase.