Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amo...unt of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 10. 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. If 22 11. Termination. The Representative may terminate this Agreement shall be terminated by notice given by the Underwriters, Representative to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) there shall have occurred any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any suspension of them, because trading of any failure securities of Holdings or refusal the Company on any exchange or in the part over-the-counter market; (ii) there shall have occurred any banking moratorium declared by U.S. Federal or New York State authorities or a material disruption in securities settlement or clearance services in the United States or (iii) there shall have occurred any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in the judgment of the Company Representative, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to comply proceed with the terms or to fulfill any completion of the conditions offering or sale of this Agreement, or if and payment for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder. Offered Securities.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Securities Notes that it has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amount ...of the Securities Notes to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number aggregate principal amount of Firm Shares Notes set forth opposite their respective names in Schedule II I bears to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Representatives may specify, to purchase the 18 Securities Notes which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number aggregate principal amount of Securities Notes that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number aggregate principal amount of Securities Notes without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Notes and the aggregate number principal amount of Firm Shares Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities Notes to be purchased on such date, purchased, and arrangements satisfactory to you the Representatives and the Company for the purchase of such Securities Notes are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. Company, except that the provisions of Sections 7 (Expenses), 8 (Indemnity and Contribution), 11 (Reimbursement of Underwriters' Expenses) and 17 (Governing Law Provisions) shall at all times be effective and shall survive such termination. In any such case either you the Representatives or the Company shall have the right 15 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 Statement, in any Issuer Free Writing Prospectus, the Time of Sale Prospectus, in Preliminary Prospectus and 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 Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares 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. If As used in this Agreement Agreement, the term "Underwriters" shall be terminated by the Underwriters, or deemed to include any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if person substituted for any reason the Company shall be unable to perform its obligations a defaulting Underwriter under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder. Section 10.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Underwriters' Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number p...rincipal amount of the Underwriters' Securities to be purchased on such date, 20 the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule II bears to the aggregate number principal amount of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the 18 Underwriters' Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number principal amount of Underwriters' Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Underwriters' Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Underwriters' Securities and the aggregate number principal amount of Firm Shares Underwriters' Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Underwriters' Securities to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Underwriters' Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you or the Company 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 Statement, in the Time of Sale Prospectus, 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 Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
25 If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal ...amount of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 8 and 11 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 9. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amo...unt of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 8 and 11 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 9. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter Initial Purchaser under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amo...unt of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in 24 excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 8, 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 10. 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amo...unt of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any 22 person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 10. 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase
Offered Securities that it
has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amo...unt of the Offered Securities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Offered Securities set forth opposite their respective names in Schedule II A bears to the aggregate number principal amount of Firm Shares Offered Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, be specified by the Representative with the consent of the non-defaulting Underwriters, to purchase the 18 Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; the Closing Date; provided that in no event shall the number principal amount of Offered Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Offered Securities without the written consent of such Underwriter. If, on the Closing Date, Date any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Offered Securities which it or they have agreed to purchase hereunder on such date and the aggregate number principal amount of Firm Shares Offered Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Offered Securities to be purchased on such date, the Closing Date, and arrangements satisfactory to you the non-defaulting Underwriters and the Company for the purchase of such Offered Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or of the Company. Company or any Guarantor except that the provisions of Sections 5(h), 9 and 12 hereof shall at all times be effective and shall survive such termination. In any such case either you the Representative or the Company 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 Statement, in General Disclosure Package, the Time of Sale Prospectus, in the Final Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, As used in this Agreement, the term "Underwriter" shall be deemed to include any person substituted for a defaulting Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. under this Section 10. 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement the Company will reimburse the Underwriters 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 offering contemplated hereunder.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amount of the Secur
...ities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule II bears to the aggregate number principal amount of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you the Managers may specify, to purchase the 18 Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of one-ninth of such number principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number principal amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you the Managers and the Company for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Company. In any such case either you the Managers or the Company 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 Statement, in the Time of Sale Prospectus, 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 Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares 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. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement Agreement, the Company will reimburse the Underwriters 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 offering contemplated hereunder. 17 11. Entire Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Securities. (b) The Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.
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Effectiveness Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase hereunder on such date, and the aggregate
number principal amount of Securities which such
25 defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate
number principal amount of the Se
...curities to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number principal amount of Firm Shares Securities set forth opposite their respective names in Schedule II I bears to the aggregate number principal amount of Firm Shares Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the 18 Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number principal amount of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 9 by an amount in excess of one-ninth of such number principal amount of Securities without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares Securities and the aggregate number principal amount of Firm Shares Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased on such date, and arrangements satisfactory to you you, the Company and the Company Guarantor for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter Underwriter, the Company or the Company. Guarantor. In any such case either you you, the Company or the Company Guarantor 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 Statement, in the Time of Sale Prospectus, General 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 Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares 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 Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares 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 to the Company and the Guarantor or any non-defaulting Underwriter in respect of any default of such Underwriter under this Agreement. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company or the Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any of the Company or the Guarantor shall be unable to perform its obligations under this Agreement Agreement, the Company and the Guarantor will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
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