Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 10 contracts
Sources: Underwriting Agreement (Enterprise Products Partners L P), Underwriting Agreement (Enterprise Products Partners L P), Underwriting Agreement (Enterprise Products Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date Delivery Date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the any Partnership Party for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any other document or arrangement.
Appears in 5 contracts
Sources: Underwriting Agreement (Boardwalk Pipeline Partners, LP), Underwriting Agreement (Boardwalk Pipeline Partners, LP), Underwriting Agreement (Boardwalk Pipeline Partners, LP)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number principal amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units aggregate principal amount set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number principal amount of Units the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number aggregate principal amount of Units the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of principal amount of the number of Units Notes that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 5 contracts
Sources: Underwriting Agreement (PNM Resources Inc), Underwriting Agreement (Public Service Co of New Mexico), Underwriting Agreement (PNM Resources Inc)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership▇▇▇▇▇▇▇▇ Parties, except that the Partnership ▇▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership ▇▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 5 contracts
Sources: Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or the Operating Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 5 contracts
Sources: Underwriting Agreement (Chatham Lodging Trust), Underwriting Agreement (Chatham Lodging Trust), Underwriting Agreement (Chatham Lodging Trust)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipBreitBurn Parties, except that the Partnership BreitBurn Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership BreitBurn Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus Prospectus, the Pricing Disclosure Package or in any other document or arrangement.
Appears in 4 contracts
Sources: Underwriting Agreement (BreitBurn Energy Partners L.P.), Underwriting Agreement (BreitBurn Energy Partners L.P.), Underwriting Agreement (BreitBurn Energy Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership Selling Unitholder to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the BreitBurn Parties or the PartnershipSelling Unitholder, except that the Partnership BreitBurn Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership BreitBurn Parties or the Selling Unitholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representatives, the Partnership or the Partnership Selling Unitholder may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Partnership, counsel for the Selling Unitholder or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 4 contracts
Sources: Underwriting Agreement (BreitBurn Energy Partners L.P.), Underwriting Agreement (Quicksilver Resources Inc), Underwriting Agreement (BreitBurn Energy Partners L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipW▇▇▇▇▇▇▇ Parties, except that the Partnership W▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership W▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Offered Units are not made within 36 hours after such default, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 108, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units Firm Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (Williams Companies Inc), Underwriting Agreement (Williams Companies Inc), Underwriting Agreement (Williams Companies Inc)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Offered Units are not made within 36 hours after such default, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 108, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (Global Partners Lp), Underwriting Agreement (Global Partners Lp), Underwriting Agreement (Global Partners Lp)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Notes which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership▇▇▇▇▇▇▇▇ Parties, except that the Partnership ▇▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership ▇▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 3 contracts
Sources: Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.), Underwriting Agreement (Williams Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 108, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (NuStar Energy L.P.), Underwriting Agreement (NuStar Energy L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipDCP Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (DCP Midstream Partners, LP), Underwriting Agreement (DCP Midstream Partners, LP)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership Parties or the PartnershipSelling Unitholder, except that the Partnership and the Selling Unitholder will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 1011, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties and the Selling Unitholder, including expenses paid pursuant to Sections 8 and 13, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Penn Virginia GP Holdings, L.P.), Underwriting Agreement (Penn Virginia GP Holdings, L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Stock to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Share Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Republic Property Trust), Underwriting Agreement (Republic Property Trust)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipEl Paso Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership El Paso Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (El Paso Pipeline Partners, L.P.), Underwriting Agreement (El Paso Pipeline Partners, L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipGlobal Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Global Partners LP), Underwriting Agreement (Global Partners LP)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Crosstex Entities for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Crosstex Energy Lp), Underwriting Agreement (Crosstex Energy Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties, including expenses paid pursuant to Sections 6 and 11, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Penn Virginia GP Holdings, L.P.), Underwriting Agreement (Penn Virginia GP Holdings, L.P.)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters Underwriter in Schedule I 1 attached hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Units on such the Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the total number of Units to be purchased on such the Delivery Date, and any remaining no non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any the non-defaulting Underwriters Underwriter(s), the Partnership or the PartnershipGeneral Partner, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 attached hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership or the General Partner for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion judgment of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Buckeye Partners, L.P.), Underwriting Agreement (Buckeye Partners, L.P.)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Notes, that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number amount of Firm Units the Notes, set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number amount of Firm Units the Notes set forth opposite the names of all the respective remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number amount of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that the Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Williams Companies, Inc.), Underwriting Agreement (Williams Companies, Inc.)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters Underwriter in Schedule I 1 attached hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Units on such the Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the total number of Units to be purchased on such the Delivery Date, and any remaining no non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option Units) shall terminate without liability on the part of any the non-defaulting Underwriters Underwriter(s) or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 attached hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the any Partnership Party for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion judgment of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Buckeye Partners L P), Underwriting Agreement (Buckeye Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Regency Energy Partners LP), Underwriting Agreement (Regency Energy Partners LP)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the each remaining non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date in the respective proportions proportion which the number of Firm Units set forth opposite the name of each such remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date Delivery Date if the total number of such Units exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipLoews Parties, except that the Partnership Loews Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Loews Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Boardwalk Pipeline Partners, LP), Underwriting Agreement (Boardwalk Pipeline Partners, LP)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Teppco Partners Lp), Underwriting Agreement (Enterprise Products Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipAlliance Parties, except that the Partnership Alliance Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Alliance Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Alliance Holdings GP, L.P.), Underwriting Agreement (Alliance Holdings GP, L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second the Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipW▇▇▇▇▇▇▇ Parties, except that the Partnership W▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership W▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 2 contracts
Sources: Underwriting Agreement (Williams Pipeline Partners L.P.), Underwriting Agreement (Williams Pipeline Partners L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipK-Sea Entities, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (K-Sea Tranportation Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership▇▇▇▇▇▇ Companies, except that the Partnership ▇▇▇▇▇▇ Companies will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership ▇▇▇▇▇▇ Companies for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in If one or more of the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be fail at Closing Time or a Date of Delivery to purchase the Securities which it or they are obligated to purchase under this Agreement (the Units that "Defaulted Securities"), the defaulting Underwriter agreed but failed Representatives shall have the right, within 24 hours thereafter, to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any make arrangements for one or more of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those any other underwriters satisfactory underwriters, to the Representatives who so agree, shall have the rightpurchase all, but shall not be obligatedless than all, to purchase, of the Defaulted Securities in such proportion amounts as may be agreed upon among themand upon the terms herein set forth; if, all however, the Units Representatives shall not have completed such arrangements within such 24-hour period, then: (a) if the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such Delivery Date. If date, each of the remaining non- defaulting Underwriters or other underwriters satisfactory to the Representatives do shall be obligated, severally and not elect jointly, to purchase the Units full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriter Underwriters, or Underwriters agreed but failed (b) if the number of Defaulted Securities exceeds 10% of the number of Securities to purchase be purchased on such Delivery Datedate, this Agreement (or, with respect to any Second Date of Delivery Datewhich occurs after the Closing Time, the obligation of the Underwriters to purchase, purchase and of the Partnership Company to sell, sell the Option Units) Securities to be purchased and sold on such Date of Delivery, shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Underwriter. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, No action taken pursuant to this Section 10, purchases Units that a 7 shall relieve any defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter from liability in respect of any liability it may have to the Partnership for damages caused by its default. If other In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters are obligated or agree to purchase and the Units of a defaulting or withdrawing UnderwriterCompany to sell the relevant Option Securities, as the case may be, either the Representatives or the Partnership may Company shall have the right to postpone the Delivery Closing Time or the relevant Date of Delivery, as the case may be, for up to a period not exceeding seven full business days in order to effect any required changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.25
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipBreitBurn Parties, except that the Partnership BreitBurn Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership BreitBurn Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (BreitBurn Energy Partners L.P.)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such the Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Underwriters will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6, 8 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 109, purchases Units that Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Centerpoint Properties Trust)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, in accordance with the first sentence of this Section 11, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Magellan Parties or the PartnershipSelling Unitholder, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 1011, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties and the Selling Unitholder for damages, including expenses paid by the Partnership for damages pursuant to Sections 8 and 13, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Magellan Midstream Partners Lp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Magellan Parties or the PartnershipSelling Unitholder, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 1011, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties and the Selling Unitholder for damages, including expenses paid by the Partnership for damages pursuant to Sections 8 and 13, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Magellan Midstream Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipMarkWest Parties, except that the Partnership MarkWest Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership MarkWest Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership MarkWest Parties may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Markwest Energy Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for to the Partnership or counsel for to the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Sunoco Logistics Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, then this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipPenn Virginia Parties or Peabody Parties, except that the Partnership and the Selling Unitholder will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 1011, purchases Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Penn Virginia Parties or the Peabody Parties, including expenses paid pursuant to Section 8 and 13, for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives ▇▇▇▇▇▇ Brothers Inc. or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration StatementStatements, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Penn Virginia Resource Partners L P)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or defaulting Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters Underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters Underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 6. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages damages, including expenses paid by the Company pursuant to Section 6, caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership Company may postpone the Delivery Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I A hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I A hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I A hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Greenlight Capital Re, Ltd.)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters Underwriter in Schedule I 1 attached hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Units on such the Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date the Delivery Date exceeds 109.09% of the total number of Units to be purchased on such the Delivery Date, and any remaining no non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such the Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any the non-defaulting Underwriters Underwriter(s), the Partnership or the PartnershipGeneral Partner, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 attached hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership or the General Partner for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion judgment of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCrosstex Parties, except that the Partnership Crosstex Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Crosstex Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units the Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Fund to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipFund, except that the Partnership Fund will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 10, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Lehman Brothers First Trust Income Opportunity Fund)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which that the number amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number amount of Firm Units the Notes set forth opposite the names of all the respective remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number amount of Units that the Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units the Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that the Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-non- defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership▇▇▇▇▇▇▇▇ Parties, except that the Partnership ▇▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership ▇▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus or the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of shares of the Firm Units Shares set forth opposite the name of each the remaining non-defaulting Underwriter Underwriters in Schedule I hereto bears to the total number of the Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated obligated, to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters Underwriters, or other underwriters satisfactory to the Representatives Representatives, do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipCompany or the Selling Shareholders, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 10, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units LoTSSM that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units LoTSSM set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units LoTSSM set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units LoTSSM on such the Delivery Date if the total number of Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units LoTSSM to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units LoTSSM that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units LoTSSM to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units LoTSSM that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipEnterprise Parties, except that the Partnership Enterprise Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units LoTSSM that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Enterprise Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units LoTSSM of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Enterprise Parties may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Enterprise Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Enterprise Products Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters or Underwriters, the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on any Delivery the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Units that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Units that such defaulting Underwriter defaults in or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the performance aggregate number of its obligations under this Agreementthe Units to be purchased on such date, the remaining non-defaulting other Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date severally in the respective proportions which that the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter their respective names in Schedule I hereto bears to the total aggregate number of Firm Units set forth opposite the names of all the remaining such non-defaulting Underwriters Underwriters, or in Schedule I hereto; providedsuch other proportions as the Representatives may specify, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on that such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date exceeds 10% date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 11 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the total aggregate number of Firm Units to be purchased on such Delivery Datedate, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters arrangements satisfactory to the Representatives who so agreeRepresentatives, shall have the right, but shall Selling Unitholder and the Partnership for the purchase of such Firm Units are not be obligated, to purchase, in made within 36 hours after such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datedefault, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Selling Unitholder or the PartnershipMarkWest Parties, except that the Partnership MarkWest Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 1210. In any such case, the Representatives, the MarkWest Parties or the Selling Unitholder shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statements, in the Pricing Disclosure Package, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Units and the aggregate number of Additional Units with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 1011, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein If this Agreement shall relieve be terminated by the Underwriters (other than as a defaulting Underwriter result of the events described in Section 10 or this Section 11), or any of them, because of any liability it may have to failure or refusal on the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase part of the Units of a defaulting or withdrawing Underwriter, either the Representatives MarkWest Parties or the Partnership may postpone Selling Unitholder to comply with the Delivery Date terms or to fulfill any of the conditions of this Agreement, or if for up any reason the MarkWest Parties or the Selling Unitholder shall be unable to seven full business days in order to effect any changes that in perform their respective obligations under this Agreement, the opinion of counsel for the Partnership or counsel for MarkWest Parties will reimburse the Underwriters may be necessary or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Registration Statement, the Prospectus or in any other document or arrangementoffering contemplated hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Markwest Energy Partners L P)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.or
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or defaulting Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-non- defaulting Underwriters, or those other underwriters Underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters Underwriters satisfactory to the Representatives do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages damages, including expenses paid by the Company pursuant to Sections 6 and 11, caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days Business Days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipStoneMor Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 21. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipDEP Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 108, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership DEP Parties, including expenses paid pursuant to Section 6, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Duncan Energy Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units principal amount of the Notes that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number principal amount of the Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number aggregate principal amount of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such Delivery Date if the total number aggregate principal amount of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number aggregate principal amount of Units Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units the Notes that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, and arrangements satisfactory to the Representatives and the Partnership for the purchase of such Notes are not made within 36 hours after such default, this Agreement (or, with respect to any Second Option Note Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership NuStar Logistics to sell, the Option UnitsNotes) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 108, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Securities of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 attached hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 attached hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 of this Agreement. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 of this Agreement. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 attached hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Planet Beach Franchising Corp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters Underwriter(s) shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date Delivery Date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting UnderwritersUnderwriter(s), or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Selling Unitholder to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership Parties or the PartnershipSelling Unitholder, except that the Partnership Parties and the Selling Unitholder will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 1011, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to any Partnership Party or the Partnership Selling Unitholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Parties or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Boardwalk Pipeline Partners, LP)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Entities, except that the Partnership Entities will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Williams Energy Partners L P)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, in accordance with the first sentence of this Section 11, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Magellan Parties or the PartnershipSelling Unitholder, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 1011, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties and the Selling Unitholder for damages, including expenses paid by the Partnership for damages pursuant to Sections 8 and 13, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Magellan Midstream Partners Lp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that PIES which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units PIES set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units PIES set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units PIES on such Delivery Date if the total number of Units that the PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units PIES to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that PIES which it agreed to purchase on such Delivery Date pursuant to the terms of Section 25. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units PIES to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that PIES which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsPIES) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipIssuers, except that the Partnership Company and Capital Markets will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Section 7. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 10, purchases Units that Firm PIES or Option PIES which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 29. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or the Operating Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages damages, including expenses paid by the Partnership Parties pursuant to Sections 6 and 11, caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Sunoco Logistics Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany or the Selling Shareholder, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 8 and 1213. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 1011, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company and the Selling Shareholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (OneBeacon Insurance Group, Ltd.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. (a) If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number of Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units Notes that it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipTEPPCO Parties, except that the Partnership TEPPCO Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 10, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. .
(b) Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership TEPPCO Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership TEPPCO Parties may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership TEPPCO Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (TCTM L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are maximum is exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, except that any of the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12Parties. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Oxford Resource Partners LP)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that the Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units the Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that the Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Trust to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipTrust, except that the Partnership Trust will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Pennsylvania Real Estate Investment Trust)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipPenn Virginia Parties, except that the Partnership Penn Virginia Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Penn Virginia Parties, including expenses paid pursuant to Sections 6 and 11, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Penn Virginia Resource Partners L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipDEP Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership DEP Parties, including expenses paid pursuant to Section 6, for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Duncan Energy Partners L.P.)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives ▇▇▇▇▇▇ Brothers Inc. do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Sunoco Logistics Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Penn Virginia Party except that the Partnership Penn Virginia Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Penn Virginia Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Penn Virginia Resource Partners L P)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Notes which the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company and the Underwriters will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6, 8 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 109, purchases Units that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Centerpoint Properties Trust)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Citigroup Global Markets Inc. and L▇▇▇▇▇ Brothers Inc. who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Partnership Party except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages damages, including expenses paid by the Partnership pursuant to Sections 6 and 11, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Energy Transfer Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 1213. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 1011, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Duncan Energy Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-non- defaulting Underwriters shall be obligated to purchase the Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I II hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I II hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Sigmor to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany or the Selling Unitholders, except that the Partnership Company and the Selling Unitholders will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I II hereto that, pursuant to this Section 10, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company and Selling Unitholder Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the Partnership, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12▇▇▇▇▇▇ Parties. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership ▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, any Preliminary Prospectus, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipPartnership Parties, except that the Partnership Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Pricing Disclosure Package, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Sunoco Logistics Partners Lp)
Defaulting Underwriters. If, on any the Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Notes that the defaulting Underwriter agreed but failed to purchase on such the Delivery Date in the respective proportions which the number principal amount of Firm Units the Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number principal amount of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such the Delivery Date if the total number principal amount of Units the Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number aggregate principal amount of Units Notes to be purchased on such the Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number total principal amount of Units that Notes which it agreed to purchase on such the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units total aggregate principal amount of the Notes to be purchased on such the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase on such the Delivery Date, in accordance with the first sentence of this Section 8, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipMagellan Parties, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 5 and 1210. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 108, purchases Units Notes that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties for damages, including expenses paid by the Partnership for damages pursuant to Sections 5 and 10, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Magellan Midstream Partners Lp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the Company or the Partnership, Trust except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Eastern States Oil & Gas Inc)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Units Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCrosstex Parties, except that the Partnership Crosstex Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 10, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Crosstex Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-non- defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Lehman Brothers Inc. who so agree, shall have the right, but shall not be obligated▇▇ ▇▇ligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Partnership Party except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Valero L P)
Defaulting Underwriters. IfIf any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have agreed to purchase hereunder, on any Delivery Dateand the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining each non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date obligated, severally, in the respective proportions proportion in which the number of Firm Units set forth opposite the its name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters or in Schedule I hereto; providedsuch other proportion as the Underwriters may specify in the Agreement Among Underwriters of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, howeverInc., that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Firm Units that the such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on Firm Units and the aggregate number of Firm Units with respect to which such date exceeds 10% default occurs is more than one-tenth of the total aggregate number of Firm Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters arrangements satisfactory to the Representatives who so agree, shall have Underwriters and the right, but shall Partnership Parties for the purchase of such Firm Units are not be obligated, to purchase, in made within 48 hours after such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datedefault, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall will terminate without liability on the part of any non-defaulting Underwriter or the Partnership Parties or Topper Group Parties. In any such case that does not result in termination of this Agreement, either the Underwriters or the PartnershipPartnership Parties shall have the right to postpone the Closing Date, except but in no event for longer than seven (7) days, in order that the Partnership will continue to required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be liable for the payment effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of expenses to the extent set forth in Sections 6 and 12. As used in any such default of any such Underwriter or Underwriters under this Agreement, the . The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement unless the context requires otherwiseAgreement, any party not listed in Schedule I hereto thatwho, pursuant to this Section 10with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter agreed is obligated, but failed fails or refuses, to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of the Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the Partnership, any Enterprise Party except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Enterprise Products Operating L P)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Shares that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units Shares that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Shares that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Shares Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units Shares that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Subsequent Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” "UNDERWRITER" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that that, in the opinion of counsel for the Partnership Company or counsel for the Underwriters Underwriters, may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (DSW Inc.)
Defaulting Underwriters. IfIf any one or more of the Underwriters shall fail or refuse to purchase Firm Units that it or they have agreed to purchase hereunder, on any Delivery Dateand the aggregate number of Firm Units that such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Firm Units, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining each non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date obligated, severally, in the respective proportions proportion in which the number of Firm Units set forth opposite the its name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total aggregate number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters or in Schedule I hereto; providedsuch other proportion as ▇▇▇▇▇▇▇ Lynch, howeverPierce, that ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated may designate with the remaining non-defaulting Underwriters shall not be obligated consent of each Underwriter so designated, to purchase any of the Units on such Delivery Date if the total number of Firm Units that the such defaulting Underwriter or Underwriters agreed agreed, but failed or refused to purchase. If any one or more of the Underwriters shall fail or refuse to purchase on Firm Units and the aggregate number of Firm Units with respect to which such date exceeds 10% default occurs is more than one-tenth of the total aggregate number of Firm Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters arrangements satisfactory to the Representatives who so agree, shall have Underwriters and the right, but shall Partnership Parties for the purchase of such Firm Units are not be obligated, to purchase, in made within 48 hours after such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datedefault, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall will terminate without liability on the part of any non-defaulting Underwriter or the Partnership Parties. In any such case that does not result in termination of this Agreement, either the Underwriters or the PartnershipPartnership Parties shall have the right to postpone the Closing Date, except but in no event for longer than seven (7) days, in order that the Partnership will continue to required changes, if any, in the Registration Statement and the Prospectus or any other documents or arrangements may be liable for the payment effected. Any action taken under this paragraph shall not relieve any defaulting Underwriter or Underwriters from liability in respect of expenses to the extent set forth in Sections 6 and 12. As used in any such default of any such Underwriter or Underwriters under this Agreement, the . The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement unless the context requires otherwiseAgreement, any party not listed in Schedule I hereto thatwho, pursuant to this Section 10with the Representative’s approval and the approval of the Partnership, purchases Units that a defaulting Underwriter agreed is obligated, but failed fails or refuses, to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipBreitburn Parties, except that the Partnership Breitburn Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Breitburn Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus Prospectus, the Pricing Disclosure Package or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Breitburn Energy Partners LP)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, in accordance with the first sentence of this Section 9, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipMagellan Parties, except that the Partnership Magellan Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Magellan Parties for damages, including expenses paid by the Partnership for damages pursuant to Sections 6 and 11, caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven (7) full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Magellan Midstream Partners Lp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units Shares set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of the Firm Units Shares set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; providedPROVIDED, howeverHOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Shares on such Delivery Date if the total number of Units that Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units Shares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Shares to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsShares) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Focal Inc)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Offered Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I II hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I II hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Offered Units on such Delivery Date if the total number of Offered Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Offered Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Offered Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Offered Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Sigmor to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany or the Selling Unitholders, except that the Partnership Company and the Selling Unitholders will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7 and 12. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I II hereto that, pursuant to this Section 10, purchases Offered Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company and Selling Unitholder Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Offered Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives non-defaulting Underwriters who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives non-defaulting Underwriters do not elect to purchase the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipAtlas Parties, except that the Partnership Atlas Parties will continue to be liable for the payment of expenses to the extent set forth in Sections Section 6 and 12Section 11. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Atlas Parties for damages, including expenses paid by the Partnership for damages pursuant to Section 6 and Section 11, caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives non-defaulting Underwriters or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Pipeline Partners Lp)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of the Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of the Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipW▇▇▇▇▇▇▇ Parties, except that the Partnership W▇▇▇▇▇▇▇ Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Firm Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership W▇▇▇▇▇▇▇ Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Partnership, as the case may be, may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Partnership, as the case may be, or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery the Closing Date or Option Closing Date, as applicable, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date date if the total number of Units that which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Datedate, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that which it agreed to purchase on such Delivery Date date pursuant to the terms of Section 23. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Datedate. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Datedate, this Agreement (or, with respect to any Second Delivery the Option Closing Date, the obligation of the Underwriters to purchase, and of the Partnership Selling Unitholder to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter, the NRP Parties or the PartnershipSelling Unitholder, except that the Partnership Selling Unitholder will continue to be liable for the payment of expenses to the extent set forth in Sections 6 7(a) and 129. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 1011, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership NRP Parties and the Selling Unitholder for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership NRP Parties may postpone the Delivery Closing Date or the Option Closing Date, as applicable, for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership NRP Parties or counsel for the Underwriters may be necessary in the Registration Statement, the Final Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Natural Resource Partners Lp)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters Underwriter(s) shall be obligated to purchase the Units that the defaulting Underwriter Underwriter(s) agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such date exceeds 10% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters non-defaulting Underwriter(s) or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters Underwriter(s) agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters Underwriter(s) to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipBreitBurn Parties, except that the Partnership BreitBurn Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto that, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership BreitBurn Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus Prospectus, the Pricing Disclosure Package or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (BreitBurn Energy Partners L.P.)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the each remaining non-defaulting Underwriters Underwriter shall be obligated to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date in the respective proportions which proportion that the number of Firm Units set forth opposite the name of each such remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date Delivery Date if the total number of such Units exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any no remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 22 hereof. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligatedthe obligation, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters or the PartnershipBPHC Parties, except that the Partnership BPHC Parties will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211 hereof. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto thatwho, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership BPHC Parties for damages caused by its default. If other Underwriters underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Boardwalk Pipeline Partners, LP)
Defaulting Underwriters. If, on any either Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that Notes which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number amount of Firm Units Notes set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number amount of Firm Units Notes set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Notes on such Delivery Date if the total number amount of Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number amount of Units Notes to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number amount of Units that Notes which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives Representative who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Notes to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives Representative do not elect to purchase the Units that Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term “"Underwriter” " includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 109, purchases Units that Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Notes of a defaulting or withdrawing Underwriter, either the Representatives Representative or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Sources: Underwriting Agreement (Cca Properties of America LLC)
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units Debentures that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number principal amount of the Firm Units Debentures set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I 1 hereto bears to the total number principal amount of the Firm Units Debentures set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I 1 hereto; provided, however, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Units Debentures on such Delivery Date if the total number principal amount of Units the Debentures that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number principal amount of Units the Debentures to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number principal amount of Units the Debentures that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units Debentures to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units Debentures that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Debentures Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership Company to sell, the Option UnitsDebentures) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or the PartnershipCompany, except that the Partnership Company will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I 1 hereto that, pursuant to this Section 109, purchases Units Debentures that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units Debentures of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership Company or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract
Defaulting Underwriters. If, on any Delivery Date, any Underwriter defaults in the performance of its obligations under this Agreement, the remaining non-defaulting Underwriters shall be obligated to purchase the Units that the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the number of Firm Units set forth opposite the name of each remaining non-defaulting Underwriter in Schedule I hereto bears to the total number of Firm Units set forth opposite the names of all the remaining non-defaulting Underwriters in Schedule I hereto; provided, however, that the remaining non-non- 23 defaulting Underwriters shall not be obligated to purchase any of the Units on such Delivery Date if the total number of Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 109.09% of the total number of Units to be purchased on such Delivery Date, and any remaining non-defaulting Underwriters Underwriter shall not be obligated to purchase more than 110% of the number of Units that it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right, but shall not be obligated, to purchase, in such proportion as may be agreed upon among them, all the Units to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase the Units that the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement (or, with respect to any Second Option Unit Delivery Date, the obligation of the Underwriters to purchase, and of the Partnership to sell, the Option Units) shall terminate without liability on the part of any non-defaulting Underwriters Underwriter or any of the PartnershipCDM Parties, except that the Partnership will continue to be liable for the payment of expenses to the extent set forth in Sections 6 and 1211. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto thatwho, pursuant to this Section 109, purchases Units that a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Partnership CDM Parties for damages caused by its default. If other Underwriters are obligated or agree to purchase the Units of a defaulting or withdrawing Underwriter, either the Representatives or the Partnership may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the opinion of counsel for the Partnership or counsel for the Underwriters may be necessary in the Registration Statement, the Prospectus or in any other document or arrangement.
Appears in 1 contract