Common use of Purchase Commitments Clause in Contracts

Purchase Commitments. From time to time, Purchaser may make a Purchase Commitment (subject to any applicable Purchase Limitation) for each Loan Program in which it participates (i.e., each Loan Program for which Purchaser has executed an Addendum). Each Purchase Commitment shall be made by (i) Purchaser, in its sole discretion, or (ii) Seller, acting upon its delegated non-discretionary authority to make Purchase Commitments on behalf of Purchaser (if such authority is delegated to Seller pursuant to the terms of the applicable Addendum). Seller commits to offer Purchaser, and Purchaser hereby commits to purchase Eligible Loans in respect of which any Purchase Commitment is made in accordance with the terms of the immediately preceding sentence; provided, however, that any such prospective Eligible Loan that becomes a Non-Offered Loan shall be released and removed from any Purchase Commitment. Purchaser will be irrevocably obligated to purchase each such Eligible Loan that does not become a Non-Offered Loan. Seller will provide a Purchaser Activity Status Report listing all the Eligible Loans that are subject to a Purchase Commitment. Prior to making any Purchase Commitment, Purchaser will have an amount of funds available in the Purchaser Online Account equal to such Purchase Commitment plus the aggregate amount of all outstanding Purchase Commitments, unless otherwise agreed between the Parties in writing. Unless otherwise agreed to in Seller’s sole discretion, Purchaser shall only be able to execute Purchase Commitments to the extent of immediately available funds in the Purchaser Online Account. Any determination as to whether to make a Purchase Commitment for any Eligible Loan shall be deemed to be in Purchaser’s sole discretion and at Purchaser’s own risk that information supplied by any Borrower may be incorrect, and Seller makes no representation as to the correctness of any information provided by any Borrower with respect to any Eligible Loan.

Purchase Commitments. From (a) Subject to the immediately following sentence, the Standby Purchasers hereby agree to purchase, severally and not jointly, an aggregate amount of Securities, and the Company hereby agrees to sell an aggregate amount of Securities as set forth on Schedule I, in each case at the Subscription Price, which Securities shall be allocated among the Standby Purchasers, as set forth on Schedule I. Notwithstanding the foregoing, in no event will the Company be permitted to issue to any Standby Purchaser nor will any Standby Purchaser be permitted to purchase from the Company, in each case pursuant to this Agreement, (x) any shares of Common Stock at any Closing unless each Standby Purchaser purchases an amount of shares of Common Stock equal to such Standby Purchaser’s First Closing Commitment Amount or Final Closing Commitment Amount, as applicable, and (y) a number of shares of Common Stock that would result in such Standby Purchaser owning a number of shares of Common Stock in excess of Share Limitations at any time after giving effect to timeany Stock Offering completed as of the time of determination. Subject to consummation of the Private Placement, Purchaser may make the purchase of Securities in the Standby Offering pursuant to this Agreement by the Standby Purchasers shall be deemed, solely for purposes of these Stock Offerings, to be a Purchase Commitment (private placement in lieu of an exercise of the Standby Purchasers’ Basic Subscription Rights, and the Standby Purchasers agree, subject to any applicable Purchase Limitationconsummation of the Private Placement and the Standby Offering, not to exercise such Basic Subscription Rights in the Rights Offering. (b) Subject to the satisfaction or waiver of the conditions set forth herein, the closings of the purchase and sale of Securities in the Private Placement and the Standby Offering (each, a “Closing”) shall each take place pursuant to the procedures set forth in Schedule I, at the offices of Xxxxxxxx Xxxxxxx, P.C. in Norfolk, Virginia or at such other time and place agreed to by the Company and each Standby Purchaser. (c) Payments for the Securities to be purchased by each Loan Program Standby Purchaser, as detailed in which it participates (i.e.Schedule I, each Loan Program for which Purchaser has executed an Addendum). Each Purchase Commitment shall be made by (i) Purchaser, in its sole discretion, or (ii) Seller, acting upon its delegated non-discretionary authority to make Purchase Commitments on behalf of Purchaser (if such authority is delegated to Seller pursuant to the terms Company by each Standby Purchaser against delivery by the Company of such Securities on the applicable Addendum). Seller commits to offer Purchaser, and Purchaser hereby commits to purchase Eligible Loans respective Closing Dates as further specified in respect of which any Purchase Commitment is made in accordance with the terms of the immediately preceding sentence; provided, however, that any such prospective Eligible Loan that becomes a Non-Offered Loan shall be released and removed from any Purchase Commitment. Purchaser will be irrevocably obligated to purchase each such Eligible Loan that does not become a Non-Offered Loan. Seller will provide a Purchaser Activity Status Report listing all the Eligible Loans that are subject to a Purchase Commitment. Prior to making any Purchase Commitment, Purchaser will have an amount of funds available in the Purchaser Online Account equal to such Purchase Commitment plus the aggregate amount of all outstanding Purchase Commitments, unless otherwise agreed between the Parties in writing. Unless otherwise agreed to in Seller’s sole discretion, Purchaser shall only be able to execute Purchase Commitments to the extent of immediately available funds in the Purchaser Online Account. Any determination as to whether to make a Purchase Commitment for any Eligible Loan shall be deemed to be in Purchaser’s sole discretion and at Purchaser’s own risk that information supplied by any Borrower may be incorrect, and Seller makes no representation as to the correctness of any information provided by any Borrower with respect to any Eligible Loan.Schedule I.

Purchase Commitments. From time to time, Purchaser may make a Purchase Commitment (a) Upon the terms and subject to any applicable Purchase Limitationthe conditions -------------------- hereof and in reliance upon the representations, warranties and agreements herein contained: (i) for each Loan Program in which it participates (i.e.effective upon the execution and delivery hereof, each Loan Program Cash Equity Investor hereby irrevocably commits, severally and not jointly, to purchase from the Company Cash Equity Investors' Securities in an amount equal to its Aggregate Commitment, and (ii) at the Closing, each Cash Equity Investor shall purchase from the Company Cash Equity Investors' Securities, in an amount equal to its Purchase Commitment, the amount of which will be determined in accordance herewith. In the event that the combined Aggregate Commitments of all of the Cash Equity Investors exceeds the total amount of proceeds required by the Company for which Purchaser has executed an Addendum). Each Purchase the purposes set forth in Section 2.5 hereof, at the Closing each Cash Equity Investors' Aggregate Commitment shall be made reduced proportionately. (b) Each Cash Equity Investor acknowledges and agrees that, if the Closing occurs, its obligation to purchase Cash Equity Investors' Securities in an amount up to its Aggregate Commitment constitutes an irrevocable and unconditional obligation (subject, however, to the rights of the Cash Equity Investors set forth in that certain bidding letter dated as of March 22, 1999 by and among the Company and the Cash Equity Investors) and shall not be subject to counterclaim, set-off, deduction or defense, or to abatement, suspension, deferment, diminution or reduction for any reason whatsoever. By way of amplification, and not in limitation of the foregoing, each Cash Equity Investor further acknowledges and agrees to fulfill its obligations in respect of its Aggregate Commitment regardless of any claims it may have against any other Person (whether or not related to the Transactions) and regardless of the existence or non-existence of any facts or circumstances (whether or not such facts and circumstances existed on the date hereof or the Closing Date or were then known by it). (c) Based on the representations and warranties of AT&T PCS contained herein, the Company hereby agrees to issue and sell to AT&T PCS, and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties of the Company set forth or referred to herein, (i) Purchasereffective upon the execution and delivery hereof, AT&T PCS hereby irrevocably commits to purchase from the Company, the AT&T Securities in an amount equal to its sole discretion, or Aggregate Commitment and (ii) Sellerat the Closing, acting upon AT&T PCS shall purchase from the Company the AT&T Securities in an amount equal to its delegated non-discretionary authority to make Purchase Commitments on behalf of Purchaser (if such authority is delegated to Seller pursuant to the terms of the applicable Addendum). Seller commits to offer Purchaser, and Purchaser hereby commits to purchase Eligible Loans in respect of which any Purchase Commitment is made in accordance with the terms of the immediately preceding sentence; provided, however, that any such prospective Eligible Loan that becomes a Non-Offered Loan shall be released and removed from any Purchase Commitment. Purchaser will The consideration for the AT&T Securities purchased by AT&T PCS shall be irrevocably obligated to purchase each such Eligible Loan that does not become a Non-Offered Loan. Seller will provide a Purchaser Activity Status Report listing all at the Eligible Loans that are subject to a Purchase Commitment. Prior to making any Purchase Commitmentoption of AT&T PCS, Purchaser will have either the cancellation by AT&T PCS of certain Series D Notes, at the option of AT&T PCS, in an amount of funds available in the Purchaser Online Account equal to such its Purchase Commitment plus the aggregate amount of all outstanding Purchase Commitments, unless otherwise agreed between the Parties in writing. Unless otherwise agreed to in Seller’s sole discretion, Purchaser shall only be able to execute Purchase Commitments to the extent of immediately available funds in the Purchaser Online Account. Any determination as to whether to make a Purchase Commitment for any Eligible Loan shall be deemed to be in Purchaser’s sole discretion and at Purchaser’s own risk that information supplied by any Borrower may be incorrect, and Seller makes no representation as to the correctness of any information provided by any Borrower with respect to any Eligible Loanor cash.

Purchase Commitments. From time to time, Purchaser may make a Purchase Commitment (subject to any applicable Purchase Limitation) for each Loan Program in which it participates (i.e., each Loan Program for which Purchaser Purchase has executed an Addendum). Each Purchase Commitment shall be made by (i) Purchaser, in its sole discretion, or (ii) Seller, acting upon its delegated non-discretionary authority to make Purchase Commitments on behalf of Purchaser (if such authority is delegated to Seller pursuant to the terms of the applicable Addendum). Seller commits to offer Purchaser, and Purchaser hereby commits to purchase Eligible Loans in respect of which any Purchase Commitment is made in accordance with the terms of the immediately preceding sentence; provided, however, that any such prospective Eligible Loan that becomes a Non-Offered Loan shall be released and removed from any Purchase Commitment. Purchaser will be irrevocably obligated to purchase each such Eligible Loan that does not become a Non-Offered Loan. Seller will provide a Purchaser Activity Status Report listing all the Eligible Loans that are subject to a Purchase Commitment. Prior to making any Purchase Commitment, Purchaser will have an amount of funds available in the Purchaser Online Account equal to such Purchase Commitment plus the aggregate amount of all outstanding Purchase Commitments, unless otherwise agreed between the Parties in writing. Unless otherwise agreed to in Seller’s sole discretion, Purchaser shall only be able to execute Purchase Commitments to the extent of immediately available funds in the Purchaser Online Account. Any determination as to whether to make a Purchase Commitment for any Eligible Loan shall be deemed to be in Purchaser’s sole discretion and at Purchaser’s own risk that information supplied by any Borrower may be incorrect, and Seller makes no representation as to the correctness of any information provided by any Borrower with respect to any Eligible Loan.

Purchase Commitments. From time to time, Purchaser may make a Purchase Commitment (subject to any applicable Purchase Limitation) for each Loan Program Product in which it participates (i.e., each Loan Program Product for which Purchaser has executed an Addendum), or, where Purchaser participates in multiple Loan Programs with respect to a Loan Product, for each Loan Program in which it participates. Each Purchase Commitment shall be made by (i) Purchaser, in its sole discretion, or (ii) Seller, acting upon its delegated non-discretionary authority to make Purchase Commitments on behalf of Purchaser (if such authority is delegated to Seller pursuant to the terms of the applicable Addendum). Seller commits to offer Purchaser, and Purchaser hereby commits to purchase Eligible Loans in respect of which any Purchase Commitment is made in accordance with the terms of the immediately preceding sentence; provided, however, that any such prospective Eligible Loan that becomes a Non-Offered Loan shall be released and removed from any Purchase Commitment. Purchaser will be irrevocably obligated to purchase each such Eligible Loan that does not become a Non-Offered Loan. Seller will provide a Purchaser Activity Status Report listing all the Eligible Loans that are subject to a Purchase Commitment. Prior to making any Purchase Commitment, Purchaser will have an amount of funds available in the applicable Purchaser Online Account equal to such Purchase Commitment plus the aggregate amount of all outstanding applicable Purchase Commitments, unless otherwise agreed between the Parties in writing. Unless otherwise agreed to in Seller’s sole discretion, Purchaser shall only be able to execute Purchase Commitments to the extent of immediately available funds in the applicable Purchaser Online Account. Any determination as to whether to make a Purchase Commitment for any Eligible Loan shall be deemed to be in Purchaser’s sole discretion and at Purchaser’s own risk that information supplied by any Borrower may be incorrect, and Seller makes no representation as to the correctness of any information provided by any Borrower with respect to any Eligible Loan.