Common use of Defaulting Initial Purchasers Clause in Contracts

Defaulting Initial Purchasers. (a) If, on the Closing Date, any Initial Purchaser defaults in the performance of its obligations under this Agreement, the non-defaulting Initial Purchasers may make arrangements for the purchase of the Securities (the "Unpurchased Securities") which such defaulting Initial Purchaser agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Initial Purchasers, but if no such arrangements are made within 36 hours after such default, then the Issuer shall be entitled to a further period of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Initial Purchaser to purchase such Unpurchased Securities upon such terms herein set forth. If, however, the non-defaulting Initial Purchaser shall not have completed such arrangements within 36 hours after such default or the Issuer has not completed such arrangements within 72 hours after such default, as the case may be, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Sections 8 and 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect. As used in this Agreement, the term "Initial Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule II hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have to the Company or any non-defaulting Initial Purchaser for damages caused by its default. If other persons are obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may postpone the Closing Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary in the Offering Memorandum or in any other document or arrangement, and the Company agrees promptly to prepare any amendment or supplement to the Offering Memorandum that effects any such changes.

Defaulting Initial Purchasers. (a) If, on the a Closing Date, any Initial Purchaser defaults in shall fail or refuse to purchase the performance of its obligations under Firm Securities that they are obligated to purchase pursuant to this AgreementAgreement (the “Defaulted Securities”), and arrangements satisfactory to the non-defaulting Initial Purchasers may make arrangements Company for the purchase of the Firm Securities (the "Unpurchased Securities") which such defaulting Initial Purchaser agreed but failed to purchase by other persons satisfactory to the Company and the non-defaulting Initial Purchasers, but if no such arrangements are not made within 36 hours after such default, then (i) if the Issuer shall number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be entitled to a further period purchased on such Closing Date, each of 36 hours within which to procure another party or parties reasonably satisfactory to the non-defaulting Initial Purchaser Purchasers shall be obligated, severally and not jointly, to purchase such Unpurchased Securities upon such terms herein set forth. If, however, the full amount thereof in the proportions that their respective obligations hereunder bear to the obligations of all non-defaulting Initial Purchaser shall not have completed Purchasers, or (ii) if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased on such arrangements within 36 hours after such default or the Issuer has not completed such arrangements within 72 hours after such defaultClosing Date, as the case may be, then this Agreement shall terminate without liability on the part of the non-defaulting Initial Purchasers or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth provided in Sections 8 5, 7 and 12 and except that the provisions of Sections 9 and 10 shall not terminate and shall remain in effect13. As used in this Agreement, the term "Initial Purchasers" includes, for all purposes of this Agreement unless the context otherwise requires, any party not listed in Schedule II hereto that, pursuant to this Section 7, purchases Securities which a defaulting Initial Purchaser agreed but failed to purchase. (b) Nothing contained herein shall relieve a defaulting Initial Purchaser of any liability it may have If arrangements satisfactory to the Company or any non-defaulting Initial Purchaser for damages caused by its the purchase of the Firm Securities are made within 36 hours after such default. If other persons are obligated or agree to purchase the Securities of a defaulting Initial Purchaser, either the non-defaulting Initial Purchasers or the Company may shall have the right to postpone the Closing Date Date, but in no event for up to longer than seven full business days days, in order to effect any changes that in the opinion of counsel for the Company or counsel for the Initial Purchasers may be necessary required changes, if any, in the Offering Memorandum or in any other document documents or arrangement, and the Company agrees promptly to prepare arrangements may be effected. Any action taken under this Section 10 shall not relieve any amendment or supplement to the Offering Memorandum that effects defaulting Initial Purchasers from liability in respect of any default of such changesInitial Purchasers under this Agreement.