Common use of Purchase Commitment Clause in Contracts

Purchase Commitment. (a) Subject to the terms and conditions of this Agreement and provided no Default or Event of Default has occurred and is continuing, the Buyer agrees, from time to time during the period from the date hereof through and including the Termination Date, to purchase Eligible Mortgage Loans from the Sellers at the request of the Sellers as provided hereinafter by transferring the Purchase Price to the Sellers as hereinafter provided, provided, however, that all Open Transactions hereunder shall not exceed the Purchase Commitment Amount or the further limitations set forth herein. (b) Proceeds of the Purchase Price of Purchased Mortgage Loans shall be applied solely for funding or refinancing the acquisition or origination by the Sellers of Eligible Mortgage Loans, provided, that if the Sellers have made advance cash payments to be applied to the Repurchase Price of any Purchased Mortgage Loan as provided in Section 4.4, it may, upon request to the Buyer, have such amounts returned by the Buyer to the Sellers, provided that the Sellers and the relevant Eligible Mortgage Loans remain in compliance with all terms and conditions of this Agreement and that the Sellers could have submitted such Eligible Mortgage Loan for Purchase as of the date of such return. (c) Purchases shall also be subject to the following restrictions: (i) the Purchase Price for any Eligible Mortgage Loan shall not exceed the Purchase Value for such Eligible Mortgage Loan, based on such Eligible Mortgage Loan’s Type; and (ii) aggregate Purchase Price for all Open Transactions funding any Type of Eligible Mortgage Loan shall not exceed the Aggregate Purchase Sublimit for such Type of Eligible Mortgage Loan.

Purchase Commitment. (ai) Subject Each Purchaser, severally and not jointly, agrees to purchase from the terms Company, and conditions the Company hereby agrees to sell to each Purchaser, at the Subscription Price, Unsubscribed Shares in an amount up to such Purchaser's Purchase Commitment and, if there are an insufficient number of Unsubscribed Shares available to meet the "Minimum Amount" applicable to such Purchaser as set forth next to such Purchaser's name on Schedule I hereto, Minimum Shares as necessary to meet such Minimum Amount, free and clear of all liens and encumbrances, it being agreed and acknowledged that in all events each Purchaser will be entitled to purchase no less than such Purchaser's "Minimum Amount" as set forth next to such Purchaser's name on Schedule I hereto. The failure by one Purchaser to purchase, for any reason, the Shares specified in this Agreement and provided with respect to such Purchaser shall create no Default or Event of Default has occurred and is continuing, the Buyer agrees, from time to time during the period from the date hereof through and including the Termination Date, obligation on any other Purchaser to purchase Eligible Mortgage Loans from such Shares. To the Sellers at the request extent any Purchaser is a shareholder of the Sellers as provided hereinafter by transferring the Purchase Price to the Sellers as hereinafter provided, provided, however, that all Open Transactions hereunder shall not exceed the Purchase Commitment Amount or the further limitations set forth herein. (b) Proceeds of the Purchase Price of Purchased Mortgage Loans shall be applied solely for funding or refinancing the acquisition or origination by the Sellers of Eligible Mortgage Loans, provided, that if the Sellers have made advance cash payments to be applied to the Repurchase Price of any Purchased Mortgage Loan as provided in Section 4.4, it may, upon request to the Buyer, have such amounts returned by the Buyer to the Sellers, provided that the Sellers and the relevant Eligible Mortgage Loans remain in compliance with all terms and conditions of this Agreement and that the Sellers could have submitted such Eligible Mortgage Loan for Purchase Company as of the date of such return. (c) Purchases shall also be subject Record Date and is distributed Rights pursuant to the following restrictions: (i) Rights Offering, such Purchaser may satisfy all or any portion of its Purchase Commitment hereunder by exercising its Subscription Privilege and purchasing New Shares in the Purchase Price for any Eligible Mortgage Loan shall not exceed the Purchase Value for such Eligible Mortgage Loan, based on such Eligible Mortgage Loan’s Type; andRights Offering. (ii) aggregate Each Purchaser hereby agrees with the Company that it is the intent of such parties that such Purchaser, by virtue of acting hereunder, should not be deemed an "underwriter" within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and such Purchaser and the Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding. (iii) As soon as practicable, and in any event no later than twelve noon New York City time on the third Business Day immediately following the Rights Offering Expiration Date, the Company shall give each Purchaser a written certification from an executive officer of the Company of the number of New Shares elected to be purchased by Eligible Holders pursuant to validly exercised Rights, the number of Unsubscribed Shares and the portion of such Unsubscribed Shares and any Minimum Shares, if any, that each Purchaser is required to purchase (a "Purchase Price Notice"). The Purchasers will purchase, and the Company will sell, the number of Unsubscribed Shares and Minimum Shares, if any, that is listed in the Purchase Notice, without prejudice to the rights of the Purchasers or the Company to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate, it being agreed and acknowledged that in all events each Purchaser will be entitled to purchase no less than such Purchaser's "Minimum Amount" as set forth next to such Purchaser's name on Schedule I hereto. (iv) Each Purchaser shall have the right to arrange for all Open Transactions funding one or more of its Affiliates (each, an "Affiliated Purchaser") to acquire Shares otherwise issuable to such Purchaser hereunder, by written notice to the Company at least two (2) Business Days prior to the Closing Date, which notice shall be signed by such Purchaser and each Affiliated Purchaser, and shall contain a confirmation by the Affiliated Purchaser of the accuracy with respect to it of the representations set forth in Section 4. In no event will any Type of Eligible Mortgage Loan shall not exceed the Aggregate Purchase Sublimit for such Type of Eligible Mortgage Loanarrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. (ai) Subject Each Purchaser, severally and not jointly, agrees to purchase from the terms Company, and conditions the Company hereby agrees to sell to each Purchaser, at the Subscription Price, Unsubscribed Shares in an amount up to such Purchaser’s Purchase Commitment and, if there are an insufficient number of Unsubscribed Shares available to meet the “Minimum Amount” applicable to such Purchaser as set forth next to such Purchaser’s name on Schedule I hereto, Minimum Shares as necessary to meet such Minimum Amount, free and clear of all liens and encumbrances, it being agreed and acknowledged that in all events each Purchaser will be entitled to purchase no less than such Purchaser’s “Minimum Amount” as set forth next to such Purchaser’s name on Schedule I hereto. The failure by one Purchaser to purchase, for any reason, the Shares specified in this Agreement and provided with respect to such Purchaser shall create no Default or Event of Default has occurred and is continuing, the Buyer agrees, from time to time during the period from the date hereof through and including the Termination Date, obligation on any other Purchaser to purchase Eligible Mortgage Loans from such Shares. To the Sellers at the request extent any Purchaser is a shareholder of the Sellers as provided hereinafter by transferring the Purchase Price to the Sellers as hereinafter provided, provided, however, that all Open Transactions hereunder shall not exceed the Purchase Commitment Amount or the further limitations set forth herein. (b) Proceeds of the Purchase Price of Purchased Mortgage Loans shall be applied solely for funding or refinancing the acquisition or origination by the Sellers of Eligible Mortgage Loans, provided, that if the Sellers have made advance cash payments to be applied to the Repurchase Price of any Purchased Mortgage Loan as provided in Section 4.4, it may, upon request to the Buyer, have such amounts returned by the Buyer to the Sellers, provided that the Sellers and the relevant Eligible Mortgage Loans remain in compliance with all terms and conditions of this Agreement and that the Sellers could have submitted such Eligible Mortgage Loan for Purchase Company as of the date of such return. (c) Purchases shall also be subject Record Date and is distributed Rights pursuant to the following restrictions: (i) Rights Offering, such Purchaser may satisfy all or any portion of its Purchase Commitment hereunder by exercising its Subscription Privilege and purchasing New Shares in the Purchase Price for any Eligible Mortgage Loan shall not exceed the Purchase Value for such Eligible Mortgage Loan, based on such Eligible Mortgage Loan’s Type; andRights Offering. (ii) aggregate Each Purchaser hereby agrees with the Company that it is the intent of such parties that such Purchaser, by virtue of acting hereunder, should not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and such Purchaser and the Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding. (iii) As soon as practicable, and in any event no later than twelve noon New York City time on the third Business Day immediately following the Rights Offering Expiration Date, the Company shall give each Purchaser a written certification from an executive officer of the Company of the number of New Shares elected to be purchased by Eligible Holders pursuant to validly exercised Rights, the number of Unsubscribed Shares and the portion of such Unsubscribed Shares and any Minimum Shares, if any, that each Purchaser is required to purchase (a “Purchase Price Notice”). The Purchasers will purchase, and the Company will sell, the number of Unsubscribed Shares and Minimum Shares, if any, that is listed in the Purchase Notice, without prejudice to the rights of the Purchasers or the Company to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate, it being agreed and acknowledged that in all events each Purchaser will be entitled to purchase no less than such Purchaser’s “Minimum Amount” as set forth next to such Purchaser’s name on Schedule I hereto. (iv) Each Purchaser shall have the right to arrange for all Open Transactions funding one or more of its Affiliates (each, an “Affiliated Purchaser”) to acquire Shares otherwise issuable to such Purchaser hereunder, by written notice to the Company at least two (2) Business Days prior to the Closing Date, which notice shall be signed by such Purchaser and each Affiliated Purchaser, and shall contain a confirmation by the Affiliated Purchaser of the accuracy with respect to it of the representations set forth in Section 4. In no event will any Type of Eligible Mortgage Loan shall not exceed the Aggregate Purchase Sublimit for such Type of Eligible Mortgage Loanarrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. a. Buyers agree to bear all costs, risks, and liabilities associated with the efforts of OAWD to attempt to secure supplemental water for Buyers pursuant to Buyers' requests and in accordance with this Agreement. OAWD will attempt to secure supplemental water for purchase by Buyers in the following amounts (a“Commitments”): acre-feet (1) Subject (Buyer) b. On behalf of Buyers, OAWD will seek to obtain from parties with contracts for water from the Central Valley Project (“Sellers”) agreements to sell water to fulfill the requested Commitments (“Purchase Agreements”). If OAWD is unable to obtain Purchase Agreements sufficient to fulfill the total amount of the requested Commitments, OAWD will allocate the water that is available for purchase pursuant to the terms and conditions of Purchase Agreements among Buyers in proportion to each Buyer’s individual requested Commitment. In this Agreement and provided no Default or Event of Default has occurred and is continuingevent, the OAWD will promptly notify each Buyer agrees, from time to time during the period from the date hereof through and including the Termination Date, to purchase Eligible Mortgage Loans from the Sellers at the request of the Sellers as provided hereinafter by transferring the Purchase Price to the Sellers as hereinafter provided, provided, however, that all Open Transactions hereunder shall not exceed the Purchase Commitment Amount or the further limitations set forth herein. (b) Proceeds of the Purchase Price of Purchased Mortgage Loans shall be applied solely for funding or refinancing the acquisition or origination by the Sellers of Eligible Mortgage Loans, provided, that if the Sellers have made advance cash payments to be applied to the Repurchase Price of any Purchased Mortgage Loan as provided in Section 4.4, it may, upon request to the Buyer, have such amounts returned by the Buyer to the Sellers, provided that the Sellers and the relevant Eligible Mortgage Loans remain in compliance with all terms and conditions of this Agreement and that the Sellers could have submitted such Eligible Mortgage Loan for Purchase as of the date of such return. (c) Purchases shall also be subject to the following restrictions: (i) that OAWD will not be able to deliver the Purchase Price for any Eligible Mortgage Loan shall not exceed full amount of the Purchase Value for such Eligible Mortgage Loan, based on such Eligible Mortgage LoanBuyer’s Type; and Commitment and (ii) aggregate how much water, if any, OAWD was able to secure on behalf of Buyer according to their pro rata share, which amount thereafter will be deemed each respective Buyer’s Commitment. c. Any Purchase Price Agreement whereby OAWD obtains water to fulfill the Commitments shall, upon the execution thereof, be deemed fully incorporated herein. OAWD will provide copies of such Purchase Agreements to Buyers promptly upon execution of the same. Buyers will have a take or pay obligation for all Open Transactions funding any Type their Commitment pursuant to this Agreement. This means that, as set forth in the Purchase Agreements, Buyers must pay for the water regardless of Eligible Mortgage Loan shall not exceed their ultimate ability to utilize or receive the Aggregate Purchase Sublimit for such Type of Eligible Mortgage Loanwater.