Agreement Among Managers Contract Clauses (35)

Agreement Among Managers. By executing this Agreement, each of the Underwriters hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers Version 1 (Fixed-Price Non-Equity Related Issues)/New York Law Schedule (the "AMM"), save that clause 3 of the AMM shall not apply and, in the event of any conflict between the provisions of the AMM and this Agreement, the terms of this Agreement shall prevail. For the purposes of the AMM, "Managers" means the Underwriters and the Representatives shall be "Lead M...anagers," "Settlement Lead Manager" and "Stabilizing Manager" means HSBC Bank plc and "Subscription Agreement" means the Underwriting Agreement. View More

Agreement Among Managers. By executing this Agreement, each of the Underwriters hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers Version 1: Fixed-Price Non Equity-Related Issues – with or without Selling Group – 5. Version 1—New York Law Schedule for Non Equity-Related Issues Governed by New York Law (the "AAM"), save that clause 3 of the AAM shall not apply and, in the event of any conflict between the provisions of the AAM and this Agreement, the terms of this Agreement shall prevail. Fo...r the purposes of the AAM, "Managers" means the Underwriters and the "Lead Managers" means the Representatives, "Settlement Lead Manager" and "Stabilizing Manager" means Mizuho International plc and "Subscription Agreement" means the Underwriting Agreement. 25 Notwithstanding anything contained in the AAM, each Underwriter agrees to pay the portion of such expenses represented by such Underwriter's pro rata share (based on the proportion that the principal amount of Securities set forth opposite each Underwriter's name in Schedule II bears to the aggregate principal amount of Securities set forth opposite the names of all Underwriters) of the Securities (with respect to each Underwriter, the "Pro Rata Expenses"). Notwithstanding anything contained in the AAM, each Underwriter hereby agrees that the Settlement Lead Manager may allocate the Pro Rata Expenses to the account of such Underwriter for settlement of accounts (including payment of such Underwriter's fees by the Settlement Lead Manager) as soon as practicable but in any case no later than 90 days following the Closing Date. View More

Agreement Among Managers. The Underwriters agree as between themselves that they will be bound by and will comply with the International Capital Market Association Standard Form Agreement Among Managers Version 1/New York Schedule (the "AAM") as amended in the manner set out below and further agree that references in the AAM to the "Lead Manager" and the "Joint Bookrunners" shall mean each of Deutsche Bank AG, London Branch and Goldman, Sachs & Co., references to "Managers" shall mean the Underwriters, references to the ..."Settlement Lead Manager" shall mean Deutsche Bank AG, London Branch, references to the "Stabilising Manager" shall mean Deutsche Bank AG, London Branch, and references to "Securities" shall mean the Notes. The Underwriters agree as between themselves to amend the AAM as follows: (a) references in the AAM to the "Commitments" shall mean, as between the Underwriters only, the amounts set out in Schedule II; and (b) clause 3 shall be disapplied in favor of Section 8 herein. Where there are any inconsistencies between this Agreement and the AAM, the terms of this Agreement shall prevail. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, as the Representatives, this letter and such acceptance hereof shall constitute a binding agreement between the Representatives and the Company. View More