2. Modifications to the Standard Provisions.
For purposes of this Terms Agreement, the following sentence is added to the end of Section 2(A)(h) of the Standard Provisions:
The pro forma financial statements included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus comply as to form in all material respects with the applicable accounting requirements of rule 11-02 of Regulation S-X and the pro forma adjustments included therein have been properly applied to the historical amounts in the compilation of such pro forma financial statements.
For purposes of this Terms Agreement, Section 4(g) of the Standard Provisions is replaced with the following:
Between the date of any Terms Agreement and the Closing Date specified in such agreement, Praxair will not, without the prior consent of the Representatives (which consent shall not be unreasonably withheld or delayed), directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of any debt securities of Praxair having a maturity of more than one year from the date of issue that are similar in terms of the Offered Securities, or publicly disclose the intention to make any such offer, sale, pledge or other transfer disposition.
For purposes of this Terms Agreement, Exhibits B-1, B-2, C-1, C-2 and D to the Standard Provisions are replaced with the forms of opinions and letter agreed prior to the Time of Sale between the relevant counsel and counsel for the Underwriters.
For purposes of this Terms Agreement, the words before (i) in Section 6(f) of the Standard Provisions are replaced with the following:
The Representatives shall have received a certificate, dated the Closing Date, of the President, any Vice President, a principal financial or accounting officer or Permanent Representative of the Company in which such person (in such persons capacity as such) shall state that, to the best of such persons knowledge,.
We represent that we are authorized to act for the several Underwriters named in Annex I hereto in connection with this financing and any action under this agreement by any of us will be binding upon all the Underwriters.
This Terms Agreement may be executed in one or more counterparts, all of which counterparts shall constitute one and the same instrument. Delivery of an executed agreement by one party to the others may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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