Delivery and Payment Contract Clauses (2,017)

Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between ...the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Underwritten Securities and the Option Securities shall be made 16 through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Company will deliver the Option Securities (at the expense of the Company) to the Representatives, through the facilities of The Depository Trust Company, unless the Representatives shall otherwise instruct, on the date specified by the Representatives (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. If settlement for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. View More

Delivery and Payment. (a) Closing. Delivery of the Firm Shares shall be made to the Representatives through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of immediately available funds to the Company. Such payment shall be made at 10:00 a.m., New York City time, on the second business day (the third business day, should the offering be priced after 4:00 p.m., Eastern Time) after the date on which the first ...bona fide offering of the Firm Shares to the public is made by the Underwriters or at such time on such other date, not later than ten business days after such date, as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the "Closing Date"). (b) Option Closing. To the extent the Option is exercised, delivery of the Option Shares against payment by the Representatives (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Shares Notice. (c) Electronic Transfer. Electronic transfer of Shares shall be made at the time of purchase in such names and in such denominations as the Representatives shall specify. (d) Tax Stamps. The cost of original issue tax stamps, if any, in connection with the issuance and delivery of the Shares by the Company to the respective Underwriters shall be borne by the Company. The Company shall pay and hold each Underwriter and any subsequent holder of the Shares harmless from any and all liabilities with respect to or resulting from any failure or delay in paying Federal and state stamp and other transfer taxes, if any, which may be payable or determined to be payable in connection with the original issuance or sale to such Underwriter of the Shares. View More

Delivery and Payment. (a) Payment for the Firm Securities shall be made by wire transfer to such bank account in the United States as the Company may designate to you. The closing of the offering of the Firm Securities shall occur at the offices of Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, or at such other place as shall be agreed upon by you and the Company, at 9:00 a.m., New York time, on the second business day (unless postponed in accordance with the provisions of Section 10) foll...owing the date hereof or at such other date, time or location as otherwise shall be agreed upon by you and the Company (such time being referred to as the "Closing Time" and such date being referred to as the "Closing Date"). Payment for any Additional Securities shall be made by wire transfer to such bank account in the United States as the Company may designate to you. The closing of the offering of the Additional Securities shall occur at the offices of Vinson & Elkins L.L.P., 2001 Ross Avenue, Suite 3900, Dallas, Texas 75201, or at such other place as shall be agreed upon by you and the Company, at 9:00 a.m., New York time, on the Option Closing Date specified in the corresponding notice described in Section 2 or at such other date, time or location as otherwise shall be agreed upon by you and the Company. Unless otherwise specified, delivery of the Firm Securities and Additional Securities shall be made to The Depository Trust Company for your account against payment by you to the Company of the Purchase Price thereof by wire transfer of Federal funds or other immediately available funds on the Closing Date or the 9 applicable Option Closing Date. The Firm Securities and the Additional Securities shall be registered in the form of one or more global certificates in the name of Cede & Co. or in such other names, and in such denominations, as you may request in writing at least two business days prior to the Closing Date or the applicable Option Closing Date. The Company agrees to have a form of the global certificate or certificates representing the Firm Securities and the Additional Securities available for inspection by you electronically, not later than 5:00 p.m., New York time, on the business day prior to the Closing Date or the applicable Option Closing Date. (b) It is understood that each Underwriter has authorized you, on its behalf and for its account, to accept delivery of, receipt for, and make payment of the Purchase Price for, the Securities that it has agreed to purchase. You, individually and not as a representative, may (but shall not be obligated to) make payment of the Purchase Price for the Securities to be purchased by any Underwriter whose check or checks shall not have been received by the Closing Time. View More

Delivery and Payment. Delivery of and payment for the Offered Notes shall be made at the offices of Mayer Brown LLP, Chicago, Illinois, at 10:00 A.M., New York City time, on May 27, 2016, which date and time may be postponed by agreement between the Underwriter and the Company (such date and time being herein called the "Closing Date"). Delivery of such Offered Notes shall be made to the Underwriter against payment by the Underwriter of the purchase price thereof to or upon the order of the Company by wire transfer i...n federal or other immediately available funds or by check payable in federal funds, as the Company shall specify no later than five (5) full business days prior to such Closing Date. Unless delivery is made through the facilities of The Depository Trust Company, the Offered Notes shall be registered in such names and in such authorized denominations as the Underwriter may request not less than two (2) full business days in advance of the Closing Date. The Company agrees to notify the Underwriter at least two (2) business days before the Closing Date of the exact principal balance evidenced by the Offered Notes and to have a copy of such Offered Notes available for inspection in New York, New York, no later than 12:00 noon, New York City time on the business day prior to the Closing Date. View More

Delivery and Payment. Delivery of and payment for the Underwritten Units and the Option Units (if the option provided for in Section 2 hereof shall have been exercised on or before the third Business Day prior to the Closing Date) shall be made on the date and at the time specified in Schedule I hereto or at such time on such later date not more than three Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement between the Representatives and th...e Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Units being herein called the "Closing Date"). Delivery of the Units shall be made to the Underwriters against payment by the Underwriters of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. Delivery of the Underwritten Units and the Option Units shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Partnership will deliver the Option Units (at the expense of the Partnership) to the Underwriters, on the date specified by the Underwriters (which shall be within three Business Days after exercise of said option), against payment by the Underwriters of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to the Underwriters on the settlement date for the Option Units (each, an "Option Closing Date"), and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. View More

Delivery and Payment. Delivery of and payment for the Securities shall be made at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, at 10:00 A.M. New York City time on October 1, 2020 or at such time on such later date not more than three Business Days after the foregoing date as the Initial Purchasers shall designate, which date and time may be postponed by agreement between the Initial Purchasers and the Issuer or as provided in Section 9 hereof (such date and time of de...livery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Initial Purchasers for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the account specified by the Issuer. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Initial Purchasers shall otherwise instruct. View More

Delivery and Payment. (a) Closing. Delivery of the Firm Shares shall be made to the Representatives through the facilities of the Depository Trust Company ("DTC") for the respective accounts of the Underwriters against payment of the Purchase Price by wire transfer of immediately available funds to the Company. Such payment shall be made at 9:00 a.m., New York City time, on the second business day (the third business day, should the offering be priced after 4:00 p.m., Eastern Time) after the date on which the first b...ona fide offering of the Firm Shares to the public is made by the Underwriters or at such time on such other date, not later than ten business days after such date, as may be agreed upon by the Company and the Representatives (such date is hereinafter referred to as the "Closing Date"). (b) Option Closing. To the extent the Option is exercised, delivery of the Option Shares against payment by the Representatives (in the manner and at the location specified above) shall take place at the time and date (which may be the Closing Date, but not earlier than the Closing Date) specified in the Option Shares Notice. (c) Electronic Transfer. Electronic transfer of Shares shall be made at the time of purchase in such names and in such denominations as the Representatives shall specify. (d) Stamp Tax. The Company shall pay, bear and hold the Underwriters harmless against any stamp duty, stamp duty reserve tax, and any other issue, transfer, registration, documentary, value added tax or sales tax or duty in any jurisdiction ("Stamp Tax") which is payable in connection with: (i) the execution, delivery, consummation or enforcement of this Agreement; (ii) the grant, exercise or lapsing of the Option; (iii) the creation, allotment, or issue of any Shares; (iv) the initial entry of the Shares into the facilities of DTC; (v) the acquisition of the Shares by, or crediting or delivery of the Shares to or for the account of, the Underwriters (or any purchasers or subscribers procured by the Underwriters); or (vi) the sale and/or delivery of any Shares by any Underwriter to any initial purchaser in the manner contemplated in this Agreement. View More

Delivery and Payment. Delivery of and payment for the Offered Securities shall be made at 10:00 a.m., New York time, on June 15, 2016 or such later date (not later than June 30, 2016) as the Underwriters shall designate, which date and time may be postponed by agreement among the Underwriters and the Trust Depositor (such date and time of delivery and payment for the Offered Securities being herein called the "Closing Date"). Each class of the Offered Securities will be represented initially by one or more definitive... global certificates in registered form which will be deposited by or on behalf of the Trust with The Depository Trust Company ("DTC") or, on DTC's behalf, with DTC's designated nominee or custodian. The Trust will issue the Offered Securities in book-entry form to the account of each Underwriter in accordance with Schedule I, against payment by the Underwriters of the purchase price therefor by wire transfer payable to the order of Harley-Davidson in federal (same day) funds (to such account or accounts as Harley-Davidson shall designate), by causing DTC to credit the Offered Securities to the account of each Underwriter at DTC. Harley-Davidson will cause the global certificates referred to above to be made available to the Underwriters for inspection at least 24 hours prior to the Closing Date at the office of DTC or its designated custodian. View More

Delivery and Payment. The Depositor will deliver the Notes to the Representatives for the account of the Underwriters against payment of the purchase price and Reserve Account Deposit in immediately available funds, at the office of Kirkland & Ellis LLP, 300 North LaSalle, Chicago, Illinois 60654, on March 2, 2016 at 10:00 a.m. (Chicago time), or at such other time and place not later than seven full business days thereafter as the Representatives and the Depositor determine, such time being herein referred to as the... "Closing Date." The global notes representing the Notes shall be registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive notes will be available only under limited circumstances. View More

Delivery and Payment. (a) Concurrently with the execution and delivery of this Agreement, the Company, the Placement Agent and Signature Bank, as escrow agent (the "Escrow Agent"), shall enter into an escrow agreement (the "Escrow Agreement"), pursuant to which an escrow account (the "Escrow Account") will be established for the benefit of the Company and the Purchasers. Prior to the completion of the purchase and sale of the Securities pursuant to this Agreement and the Subscription Agreements (the "Closing"), each ...such Purchaser shall deposit into the Escrow Account an amount equal to the product of (x) the number of Securities such Purchaser has agreed to purchase and (y) the purchase price per Securities as set forth in the Subscription Agreements (the "Purchase Amount"). The aggregate of such Purchase Amounts is herein referred to as the "Escrow Funds." On the Closing Date, upon satisfaction or waiver of all of the conditions to Closing, the Escrow Agent will disburse the Escrow Funds to the Company and the Placement Agent as provided in the Escrow Agreement and Section 2(e) above, and the Company shall cause the Securities to be delivered to the Purchasers. (b) Subject to the terms and conditions hereof, delivery of the Securities shall be made by the Company to the Purchasers, and payment of the purchase price shall be made by the Purchasers, at the office of Robinson Brog Leinwand Greene Genovese & Gluck P.C., 875 Third Avenue, 9th Floor, New York, NY 10022 (or at such other place as agreed upon by the Placement Agent and the Company), at 10:00 a.m., New York City time, on or before [date], 2015 or at such time on such other date as may be agreed upon in writing by the Company and Alexander Capital but in no event prior to the date on which the Escrow Agent shall have received all of the Escrow Funds (such date of delivery and payment is hereinafter referred to as the "Closing Date"). The Securities shall be delivered, through the facilities of The Depository Trust Company, to such persons, and shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request by written notice to the Company at least one business day before the Closing Date. The cost of original issue tax stamps and other transfer taxes, if any, in connection with the issuance and delivery of the Securities by the Company to the respective Purchasers shall be borne by the Company. View More