Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the
Firm Depositary Shares to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the
number aggregate liquidation preference of
Firm Depositary Shares which all Underwriters so defaulting shall have agreed but failed to
... take up and pay for does not exceed 10% of the total number aggregate liquidation preference of Firm Depositary Shares, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number liquidation preference of Firm Depositary Shares they are obligated to purchase pursuant to Section 1 hereof) the number liquidation preference of Firm Depositary Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Depositary Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Depositary Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number liquidation preference of Firm Depositary Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Depositary Shares hereunder unless all of the Firm Depositary Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time Time of purchase Purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number liquidation preference of Firm Depositary Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number aggregate liquidation preference of Firm Depositary Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Depositary Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the
Firm Shares Securities to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the
number aggregate principal amount of
Firm Shares Securities which all Underwriters so defaulting shall have agreed but failed to take
... up and pay for does not exceed 10% of the total number aggregate principal amount of Firm Shares, Securities, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number principal amount of Firm Shares Securities they are obligated to purchase pursuant to Section 1 hereof) the number principal amount of Firm Shares Securities agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares Securities shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Securities shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number principal amount of Firm Shares Securities set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares Securities hereunder unless all of the Firm Shares Securities are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time Time of purchase Purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number principal amount of Firm Shares Securities which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number aggregate principal amount of Firm Shares Securities which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares Securities which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments. Subject to Sections 6 and
7 10 hereof, if any Underwriter shall default in its obligation to take up and pay for the
Firm Shares Underwritten Units to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section
7 10 hereof) and if the number of
Firm Shares Underwritten Units which all Underwriters so defaulting shall have agreed but failed to take up
... and pay for does not exceed 10% of the total number of Firm Shares, Underwritten Units, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Shares Underwritten Units they are obligated to purchase pursuant to Section 1 2 hereof) the number of Firm Shares Underwritten Units agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares Units shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Units shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares Underwritten Units set forth opposite the names of such non-defaulting Underwriters in Schedule A. II. Without relieving any defaulting Underwriter from its obligations hereunder, the Company Partnership agrees with the non-defaulting Underwriters that it they will not sell any Firm Shares Underwritten Units hereunder unless all of the Firm Shares Underwritten Units are purchased by the Underwriters (or by substituted Underwriters selected by you the Representatives with the approval of the Company Partnership or selected by the Company Partnership with your the Representatives' approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Partnership for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Partnership or you the Representatives shall have the right to postpone the time of purchase for a period not exceeding five business days Business Days in order that any necessary changes in the Registration Statement and the Final Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like effect as if such substituted Underwriter had originally been named in Schedule A II hereto. If the aggregate number of Firm Shares Underwritten Units which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares Underwritten Units which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Partnership shall make arrangements within the five business day Business Day period stated above for the purchase of all the Firm Shares Underwritten Units which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company Partnership to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Partnership. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. 36 10. Termination. (a) This Agreement may be terminated by the Representatives at any time at or prior to the Closing Date by notice to the Partnership if any condition specified in Section 6 hereof shall not have been satisfied on or prior to the Closing Date. Any such termination shall be without liability of any party to any other party except as provided in Sections 8 and 10 hereof. (b) This Agreement also may be terminated by the Representatives, by notice to the Partnership, as to any obligation of the Underwriters to purchase the Option Units, if any condition specified in Section 6 hereof shall not have been satisfied at or prior to the Option Closing Date or as provided in Section 9 of this Agreement. (c) If the Representatives terminate this Agreement as provided in Sections 10(a) or 10(b), they shall notify the Partnership by telephone or telegram, confirmed by letter. (d) Section 7, Section 8 and Section 11 of this Agreement shall survive any termination of this Agreement.
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Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the
Firm Shares Initial Notes to be purchased by it hereunder (otherwise than for
a failure of a condition set forth in Section 6 hereof or a reason reasons sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the
number aggregate principal amount of
Firm Shares Initial Notes which all Underwriters so defaulting shall have agreed but
... failed to take up and pay for does not exceed 10% of the total number aggregate principal amount of Firm Shares, Initial Notes, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Shares Initial Notes they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares Initial Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares Initial Notes shall be taken up and paid for by such non-defaulting Underwriter or Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Initial Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number principal amount of Firm Shares Initial Notes set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares Initial Notes hereunder unless all of the Firm Shares Initial Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of 27 purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. A. If the aggregate number principal amount of Firm Shares Initial Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number aggregate principal amount of Firm Shares Initial Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares entire aggregate principal amount of Initial Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate be terminated without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments. Subject to
Sections Section 6
and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm
Shares Notes to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6
hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the
number aggregate principal amount of Firm
Shares Notes which all Underwriters so defaulting shall have agreed but failed to take up
... and pay for does not exceed 10% of the total number aggregate principal amount of Firm Shares, Notes, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number principal amount of Firm Shares Notes they are obligated to purchase pursuant to Section 1 hereof) the number aggregate principal amount of Firm Shares Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares Notes shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares Notes hereunder unless all of the Firm Shares Notes are purchased by the Underwriters (or by substituted Underwriters selected by you the Representatives with the approval of the Company or selected by the Company with your the Representative's approval). If a new Underwriter or Underwriters are substituted by the Underwriters Representatives or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you the Representatives shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus General Disclosure Package and other documents that may be effected. The term "Underwriter" Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 7 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. A. If the aggregate number principal amount of Firm Shares Notes which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number aggregate principal amount of Firm Shares Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period day-period stated above for the purchase of all the Firm Shares Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, then this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any non-defaulting Underwriter (except as provided in Section 8) and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments. Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the
Firm Shares Notes to be purchased by it hereunder
at the time of purchase (otherwise than for a failure of a condition set forth in Section
6 7 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section
7 8 hereof)
(the "Defaulted Notes") and if the
number aggregate principal amount of
Firm Shares the Defaulted Notes which all
... Underwriters so defaulting shall have agreed but failed to take up and pay for at such time does not exceed 10% of the total number aggregate principal amount of Firm Shares, Notes, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number principal amount of Firm Shares Notes they are obligated to purchase at such time pursuant to Section 1 hereof) the number aggregate principal amount of Firm Shares Defaulted Notes agreed to be purchased by all such defaulting Underwriters, Underwriters at such time, as hereinafter provided. Such Shares Defaulted Notes shall be taken up and paid for by such non-defaulting Underwriters Underwriters, acting severally and not jointly, in such amount or amounts as you the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Notes shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number principal amount of Firm Shares Notes set forth opposite the names of such non-defaulting Underwriters in Schedule A. A hereto. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees Issuers agree with the non-defaulting Underwriters that it will not sell any Firm Shares Notes hereunder unless all of the Firm Shares Notes are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company Issuers or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Issuers for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Issuers or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement preliminary prospectus and the Prospectus final prospectus and other documents may be effected. 18 The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number principal amount of Firm Shares Defaulted Notes which the defaulting Underwriter or Underwriters agreed to purchase at the time of purchase exceeds 10% of the total number aggregate principal amount of Firm Shares Notes which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company Issuers shall make arrangements within the five business five-business day period stated above for the purchase of all the Firm Shares Notes which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability with respect thereto on the part of the Company Issuers to any Underwriter and without any liability with respect thereto on the part of any non-defaulting Underwriter to the Company. Issuers. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments.
Subject to Sections 6 and 7 hereof, if If any Underwriter shall default
at the Closing Time or on any Option Closing Time in its obligation to take up and pay for the
Firm Shares to be purchased by it
hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of under this Agreement
under on such date, the
provisions Representative shall have the right, within 36 hours after such default, to make arrangements for one or... more of Section 7 hereof) and if the number non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of Firm the Shares which all Underwriters so defaulting such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 36-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Firm Shares, the Shares to be purchased on such date, each non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) Underwriter shall take up and pay for (in addition to the aggregate number of Firm Shares they are which it is otherwise obligated to purchase on such date pursuant to Section 1 hereof) this Agreement) the portion of the total number of Firm Shares agreed to be purchased by all the defaulting Underwriter on such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, date in the event no such designation is made, such Shares shall be taken up and paid for by proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters pro rata in proportion Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representative may terminate this Agreement by notice to the aggregate number Company, without liability of Firm Shares set forth opposite any party to any other party except that the names provisions of Sections 6 and 10 hereof shall at all times be effective and shall survive such non-defaulting Underwriters in Schedule A. termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder on such date unless all of the Firm Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by you the Representative with the approval of the Company or selected by the Company with your approval). the approval of the Representative). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you the non-defaulting Underwriters shall have the right to postpone the time of purchase Closing Time or the relevant Option Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 9 with like the same effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments. Subject to Sections
6 8 and
7 9 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm
Shares Units to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section
6 8 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section
7 9 hereof) and if the number of Firm
Shares which Units that all Underwriters so defaulting shall have agreed but failed to take up and pay for does not
... exceed 10% of the total number of Firm Shares, Units, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Shares Units they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares Units agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares Units shall be taken up and paid for by such non-defaulting non- 32 defaulting Underwriters in such amount or amounts as you the Representatives may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares Units shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares Units set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from of its obligations hereunder, the Company Selling Unitholder agrees with the non-defaulting Underwriters that it will not sell any Firm Shares Units hereunder unless all of the Firm Shares Units are purchased by the Underwriters (or by substituted Underwriters selected by you the Representatives with the approval of the Company Selling Unitholder or selected by the Company Selling Unitholder with your approval). the approval of the Representatives). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company Selling Unitholder for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company Partnership or you the Representatives shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 10 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which Units that the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, Units, and if neither the non-defaulting Underwriters nor the Company Selling Unitholder shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which Units that the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company Selling Unitholder to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Selling Unitholder. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments.
Subject to Sections 6 and 7 hereof, if If any Underwriter shall default
at the Closing Time in its obligation to take up and pay for the
Firm Shares to be purchased by it
hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of under this Agreement
under on such date, the
provisions Representatives shall have the right, within 48 hours after such default, to make arrangements for one or more of
Section 7 hereof)... and if the number non-defaulting Underwriters, or any other underwriters, to 28 purchase all, but not less than all, of Firm the Shares which all Underwriters so defaulting such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 48-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Firm Shares, the Shares to be purchased on such date, each non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) Underwriter shall take up and pay for (in addition to the aggregate number of Firm Shares they are which it is otherwise obligated to purchase on such date pursuant to Section 1 hereof) this Agreement) the portion of the total number of Firm Shares agreed to be purchased by all the defaulting Underwriter on such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, date in the event no such designation is made, such Shares shall be taken up and paid for by proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters pro rata in proportion Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representatives may terminate this Agreement by notice to the aggregate number Company, without liability of Firm Shares set forth opposite any party to any other party (other than the names defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such non-defaulting Underwriters in Schedule A. termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder on such date unless all of the Firm Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by you the Representatives with the approval of the Company or selected by the Company with your approval). the approval of the Representatives). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you the non-defaulting Underwriters shall have the right to postpone the time of purchase Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like the same effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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Increase in Underwriters’ Commitments.
Subject to Sections 6 and 7 hereof, if If any Underwriter shall default
at the Closing Time in its obligation to take up and pay for the
Firm Shares to be purchased by it
hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of under this Agreement
under on such date, the
provisions Representatives shall have the right, within 48 hours after such default, to make arrangements for one or more of
Section 7 hereof)... and if the number non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of Firm the Shares which all Underwriters so defaulting such Underwriter shall have agreed but failed to take up and pay for (the "Defaulted Shares"). Absent the completion of such arrangements within such 48-hour period, (i) if the total number of Defaulted Shares does not exceed 10% of the total number of Firm Shares, the Shares to be purchased on such date, each non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) Underwriter shall take up and pay for (in addition to the aggregate number of Firm Shares they are which it is otherwise obligated to purchase on such date pursuant to Section 1 hereof) this Agreement) the portion of the total number of Firm Shares agreed to be purchased by all the defaulting Underwriter on such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, date in the event no such designation is made, such Shares shall be taken up and paid for by proportion that its underwriting obligations hereunder bears to the underwriting obligations of all non-defaulting Underwriters pro rata in proportion Underwriters; and (ii) if the total number of Defaulted Shares exceeds 10% of such total, the Representatives may terminate this Agreement by notice to the aggregate number Company, without liability of Firm Shares set forth opposite any party to any other party (other than the names defaulting Underwriter), except that the provisions of Sections 5 and 9 hereof shall at all times be effective and shall survive such non-defaulting Underwriters in Schedule A. termination. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder on such date unless all of the Firm Shares to be purchased on such date are purchased on such date by the Underwriters (or by substituted Underwriters selected by you the Representatives with the approval of the Company or selected by the Company with your approval). the approval of the Representatives). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you the non-defaulting Underwriters shall have the right to postpone the time of purchase Closing Time for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term "Underwriter" as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like the same effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
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