Common use of Purchase Commitment Clause in Contracts

Purchase Commitment. (i) Each Purchaser, severally and not jointly, agrees to purchase from the Company, and 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 with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering. (ii) 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 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 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 such arrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. (i) Each Purchaser, severally and not jointly, agrees to purchase from the Company, and the Company hereby agrees to sell to each Purchaser, at the Subscription Price, Unsubscribed Shares in an amount up to such Purchaser's ’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 ’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 "’s “Minimum Amount" ” as set forth next to such Purchaser's ’s name on Schedule I hereto. The failure by one Purchaser to purchase, for any reason, the Shares specified in this Agreement with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering. (ii) 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 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 "’s “Minimum Amount" ” as set forth next to such Purchaser's ’s name on Schedule I hereto. (iv) Each Purchaser shall have the right to arrange for 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 such arrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. (i) Each Purchasera. Buyers agree to bear all costs, severally and not jointly, agrees to purchase from the Companyrisks, and liabilities associated with the Company hereby agrees efforts of OAWD to sell attempt 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, secure supplemental water for any reason, the Shares specified in this Agreement with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights Buyers pursuant to the Rights Offering, such Purchaser may satisfy all or any portion of its Purchase Commitment hereunder by exercising its Subscription Privilege Buyers' requests and purchasing New Shares in the Rights Offering. (ii) 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.Agreement. OAWD will attempt to secure supplemental water for purchase by Buyers in the following amounts (“Commitments”): acre-feet (iii1) As soon as practicable(Buyer) b. On behalf of Buyers, and in any event no later than twelve noon New York City time on OAWD will seek to obtain from parties with contracts for water from the third Business Day immediately following Central Valley Project (“Sellers”) agreements to sell water to fulfill the Rights Offering Expiration Date, requested Commitments (“Purchase Agreements”). If OAWD is unable to obtain Purchase Agreements sufficient to fulfill the Company shall give each Purchaser a written certification from an executive officer total amount of the Company requested Commitments, OAWD will allocate the water that is available for purchase pursuant to the Purchase Agreements among Buyers in proportion to each Buyer’s individual requested Commitment. In this event, OAWD will promptly notify each Buyer (i) that OAWD will not be able to deliver the full amount of the number of New Shares elected to be purchased by Eligible Holders pursuant to validly exercised Rights, the number of Unsubscribed Shares Buyer’s Commitment and the portion of such Unsubscribed Shares and any Minimum Shares(ii) how much water, if any, that OAWD was able to secure on behalf of Buyer according to their pro rata share, which amount thereafter will be deemed each Purchaser is required respective Buyer’s Commitment. c. Any Purchase Agreement whereby OAWD obtains water to purchase (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 "Purchase Notice")take or pay obligation for their Commitment pursuant to this Agreement. The Purchasers will purchaseThis means that, and the Company will sell, the number of Unsubscribed Shares and Minimum Shares, if any, that is listed as set forth in the Purchase NoticeAgreements, without prejudice Buyers must pay for the water regardless of their ultimate ability to utilize or receive 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 heretowater. (iv) Each Purchaser shall have the right to arrange for 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 such arrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. (i) Each Purchaser, severally and not jointly, agrees to purchase from the Company, and the Company hereby agrees to sell to each Purchaser, at the Subscription Price, Unsubscribed Shares in an amount up to such Purchaser's ’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 AmountCommitment, 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 with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering. (ii) 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 12:00 p.m. 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 Rightsvalid exercises of the Basic Subscription Right and the Oversubscription Right, and the number of Unsubscribed Shares Shares, and the portion of such Unsubscribed Shares and any Minimum Shares, if any, that each Purchaser is required to purchase pursuant to the Purchase Commitment (a "“Purchase Notice"”). The Purchasers will purchase, and the Company will sell, the number of Unsubscribed New Shares and Minimum Shares, if any, that is listed set forth 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 New Shares set forth 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 Upon the prior written consent of the Company, each Purchaser shall have the right to arrange for 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 such arrangement relieve such Purchaser from its obligations under this Agreement.

Purchase Commitment. (ia) Each Purchaser, severally and not jointly, agrees Customer hereby guarantees to purchase from annually 100% of the CompanyBred Primates made available for sale by Xxxxxxx River, and 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 I-A (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 reasoncase, the Shares specified in this Agreement with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares"Guaranteed Amount"). To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering. (ii) 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 Bred Primates made available to Customer is less than the Guaranteed Amount, then Customer shall 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 Notice"). The Purchasers will purchase, and only 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 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 4actual available amount. In no event will Customer have the right to cancel all or any part of a given year's guaranteed purchase commitment. (b) In the event that Customer does not accept delivery of Bred Primates in accordance with any mutually agreed upon delivery schedule, Customer shall nonetheless be deemed to take risk of loss of all Bred primates included in such arrangement relieve delivery on the scheduled delivery date. Notwithstanding the foregoing, all liability associated with said Bred Primates shall remain with Xxxxxxx River until delivery of the Bred Primates to Customer, F.O.B. Customer's designated facility. Bred primates for which Customer takes risk of loss but not actual possession shall be physically segregated by Xxxxxxx River, such Purchaser that each Bred Primate owned by Customer may be specifically identified as such. Risk of loss shall not vest in Customer as set forth in this paragraph in the event that Customer is unable to accept any delivery due to any force majeure. (c) To the extent that Customer fails to take delivery of the Guaranteed Amount during the applicable calendar year, after consultation with Customer, Xxxxxxx River shall use commercially reasonable efforts to sell to third-party customers the number of Bred Primates constituting the shortfall, at prices to be determined by Xxxxxxx River (following discussion with Customer), and to credit 100% of the proceeds of such sales (net of reasonable direct selling expenses) to Customer's account. Xxxxxxx River's commitment to sell Customers Bred Primates shall arise only after Xxxxxxx River has sold all of its excess production not committed to Customer. Except as specifically set forth above, in no event shall Customer be released from its obligations under this Agreement.annual commitment to pay Xxxxxxx River for the Guaranteed Amount, (d) Any Bred Primates not shipped to Customer in accordance with the quarterly shipment schedule shall be subject to monthly per diem maintenance payments until such time as said Bred Primates are shipped to Customer. The per them rates shall be as set forth in Schedule 1-B.

Purchase Commitment. (i) Each Purchaser, severally and not jointly, agrees to purchase from the Company, and 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 AmountCommitment, 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 with respect to such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering. (ii) 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 12:00 p.m. 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 Rightsvalid exercises of the Basic Subscription Right and the Oversubscription Right, and the number of Unsubscribed Shares Shares, and the portion of such Unsubscribed Shares and any Minimum Shares, if any, that each Purchaser is required to purchase pursuant to the Purchase Commitment (a "Purchase Notice"). The Purchasers will purchase, and the Company will sell, the number of Unsubscribed New Shares and Minimum Shares, if any, that is listed set forth 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 New Shares set forth 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 Upon the prior written consent of the Company, each Purchaser shall have the right to arrange for 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 such arrangement relieve such Purchaser from its obligations under this Agreement.

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) Each Purchaser, severally and not jointly, agrees to purchase from the Company, and 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, Price for any reasonEligible Mortgage Loan shall not exceed the Purchase Value for such Eligible Mortgage Loan, the Shares specified in this Agreement with respect to based on such Purchaser shall create no obligation on any other Purchaser to purchase such Shares. To the extent any Purchaser is a shareholder of the Company as of the Record Date and is distributed Rights pursuant to the 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 Rights Offering.Eligible Mortgage Loan’s Type; and (ii) Each Purchaser hereby agrees with aggregate Purchase Price for all Open Transactions funding any Type of Eligible Mortgage Loan shall not exceed the Company that it is the intent Aggregate Purchase Sublimit for such Type 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 understandingEligible Mortgage Loan. (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 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 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 such arrangement relieve such Purchaser from its obligations under this Agreement.