Delivery and Payment Contract Clauses (2,017)

Grouped Into 29 Collections of Similar Clauses From Business Contracts

This page contains Delivery and Payment clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
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. The Depositor will deliver the Offered 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 Mayer Brown LLP, 300 North LaSalle, 71 South Wacker Drive, Chicago, Illinois 60654, 60606, on March 2, 2016 December 11, 2019 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 an...d the Depositor determine, such time being herein referred to as the "Closing Date." The global notes representing the Offered 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 Offered 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. The Depositor will deliver the Offered 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, January 27, 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 herei...n referred to as the "Closing Date." The global notes representing the Offered 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 Offered 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
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Delivery and Payment. Payment of the aggregate purchase price for, and delivery of, the Offered Certificates shall be made at 10:00 a.m. New York City time on September 29, 2016 which time and date may be postponed by agreement between the Underwriters and the Depositor (such time and date of payment and delivery, the "Closing Date"). Payment shall be made to the Depositor by the Underwriters of the purchase prices of the Offered Certificates as set forth in Schedule I hereto in immediately available Federal funds wi...red to such bank as may be designated by the Depositor, against delivery of the Offered Certificates. Delivery of the Offered Certificates will be made in book-entry form through the facilities of The Depository Trust Company ("DTC"). Each class of Offered Certificates will be represented by one or more definitive global Offered Certificates to be deposited by or on behalf of the Depositor with DTC or the Trustee. The Offered Certificates will be made available for examination by the Underwriters not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. The closing of the transactions contemplated hereby shall be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, or at such other place as shall be agreed upon by the Underwriters and the Depositor. View More
Delivery and Payment. Payment of the aggregate purchase price for, and delivery of, the Offered Certificates shall be made at 10:00 a.m. New York City time on September 29, 2016 December 21, 2016, which time and date may be postponed by agreement between the Underwriters and the Depositor (such time and date of payment and delivery, the "Closing Date"). Payment shall be made to the Depositor by the Underwriters of the purchase prices of the Offered Certificates as set forth in Schedule I hereto in immediately availab...le Federal funds wired to such bank as may be designated by the Depositor, against delivery of the Offered Certificates. Delivery of the Offered Certificates will be made in book-entry form through the facilities of The Depository Trust Company ("DTC"). Each class of Offered Certificates will be represented by one or more definitive global Offered Certificates to be deposited by or on behalf of the Depositor with DTC or the Trustee. Certificate Administrator. The Offered Certificates will be made available for examination by the Underwriters not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. The closing of the transactions contemplated hereby shall be made at the offices of Sidley Austin Cadwalader, Wickersham & Taft LLP, 787 Seventh Avenue, New York, New York 10019, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, or at such other place as shall be agreed upon by the Underwriters and the Depositor. View More
Delivery and Payment. Payment of the aggregate purchase price for, and delivery of, the Offered Certificates shall be made at 10:00 a.m. New York City time on September 29, 2016 February 25, 2016, which time and date may be postponed by agreement between the Underwriters and the Depositor (such time and date of payment and delivery, the "Closing Date"). Payment shall be made to the Depositor by the Underwriters of the purchase prices of the Offered Certificates as set forth in Schedule I hereto in immediately availab...le Federal funds wired to such bank as may be designated by the Depositor, against delivery of the Offered Certificates. Delivery of the Offered Certificates will be made in book-entry form through the facilities of The Depository Trust Company ("DTC"). Each class of Offered Certificates will be represented by one or more definitive global Offered Certificates to be deposited by or on behalf of the Depositor with DTC or the Trustee. Certificate Administrator. The Offered Certificates will be made available for examination by the Underwriters not later than 10:00 a.m. New York City time on the last business day prior to the Closing Date. The closing of the transactions contemplated hereby shall be made at the offices of Sidley Austin Cadwalader, Wickersham & Taft LLP, 787 Seventh Avenue, New York, New York 10019, 227 West Trade Street, 24th Floor, Charlotte, North Carolina 28202, or at such other place as shall be agreed upon by the Underwriters and the Depositor. View More
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Delivery and Payment. Delivery to the Underwriters of, and payment for, the Securities shall be made at 10:00 a.m., New York City time, on April 30, 2018 (the "Closing Date"), or such other time and date as the Company and Representative shall agree in writing, at such place as the Representatives shall designate. Certificates for the Securities shall be registered in such names and issued in such denominations as the Representatives shall request in writing not later than two full business days prior to the Closing ...Date. Such certificates shall be made available to the Representatives for inspection not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date. Certificates in definitive form evidencing the Securities shall be delivered to the Representatives on the Closing Date for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire payable in Federal (same-day) funds to the order of the Company. View More
Delivery and Payment. Delivery to the Underwriters of, and payment for, the Securities shall be made at 10:00 a.m., New York City time, on April 30, 2018 May 11, 2020 (the "Closing Date"), or such other time and date as the Company and Representative shall agree in writing, at such place as the Representatives shall designate. Certificates for the Securities shall be registered in such names and issued in such denominations as the Representatives shall request in writing not later than two full business days prior to... the Closing Date. Such certificates shall be made available to the Representatives for inspection not later than 9:30 a.m., New York City time, on the business day next preceding the Closing Date. Certificates in definitive form evidencing the Securities shall be delivered to the Representatives on the Closing Date for the respective accounts of the several Underwriters, against payment of the Purchase Price therefor by wire payable in Federal (same-day) funds to the order of the Company. View More
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Delivery and Payment. The Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form acceptable to the Representatives, shall be delivered by or on behalf of the Company to BofA Securities, Inc. for the account of such Underwriter at the office, on the date and at the time specified in the applicable Pricing Agreement (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be po...stponed by agreement between the Representatives and the Company or as provided in Section 8 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 Underwriters for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof by wire transfer of Federal (same-day) funds to the account specified by the Company or as otherwise set forth in the applicable Pricing Agreement. The Company shall cause the Securities to be delivered by book-entry transfer through the facilities of DTC in such manner and in such amounts as BofA Securities, Inc. shall direct. View More
Delivery and Payment. The Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form acceptable to the Representatives, shall be delivered by or on behalf of the Company to BofA Securities, Inc. Goldman Sachs & Co. LLC for the account of such Underwriter at the office, on the date and at the time specified in the applicable Pricing Agreement (or such later date not later than five business days after such specified 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 8 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 Underwriters for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof by wire transfer of Federal (same-day) funds to the account specified by the Company or as otherwise set forth in the applicable Pricing Agreement. The Company shall cause the Securities to be delivered by book-entry transfer through the facilities of DTC in such manner and in such amounts as BofA Securities, Inc. Goldman Sachs & Co. LLC shall direct. View More
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Delivery and Payment. One or more global Depositary Receipts (the "Global Receipts") representing the Securities to be purchased by the Underwriters hereunder, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the nominee of The Depository Trust Company ("DTC"), the respective accounts of the several Underwri...ters electronically to Sullivan & Cromwell LLP, on November 22, 2022 at 10:00 A.M., New York City time (or such later date not later than five business days after such specified date as the Underwriters shall designate) (the "Closing Date"). The Closing Date may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof. Payment for the Securities shall be made on the Closing Date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made to the nominee of DTC for the respective accounts of the several Underwriters against payment by or on behalf of such Underwriter of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer to an account specified by the Company. The Company agrees to have the Global Receipts available for inspection, checking and packaging by the Representatives in New York, New York, not later than 5 P.M. New York City time on the business day prior to the Closing Date. View More
Delivery and Payment. One or more global Depositary Receipts (the "Global Receipts") representing the Securities to be purchased by the Underwriters hereunder, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the nominee of The Depository Trust Company ("DTC"), Representatives for the respective accounts of ...the several Underwriters electronically to at the office of Sullivan & Cromwell LLP, on November 22, 2022 August 19, 2019 at 10:00 A.M., New York City time (or such later date not later than five business days after such specified date as the Underwriters shall designate) (the "Closing Date"). The Closing Date designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof. Payment hereof (such date and time of delivery and payment for the Securities shall be made on being herein called the Closing Date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. "Closing Date"). Delivery of the Securities shall be made to the nominee of DTC Representatives for the respective accounts of the several Underwriters against payment by or on behalf of such Underwriter of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer to an account specified by the Company. -9- The Company agrees to have the Global Receipts Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 5 5:00 P.M. New York City time on the business day prior to the Closing Date. View More
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Delivery and Payment. Delivery of and payment for the Shares shall be made at or about 10:00 A.M., New York City time, on September 10, 2020, or at such time on such later date not more than three Business Days after the foregoing date as the Lead Manager shall designate, which date and time may be postponed by agreement between the Lead Manager and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Shares being herein called the "Closing Date"). Delivery of the Shares ...shall be made to the Underwriters for the respective accounts of each Underwriter against payment by each Underwriter of the respective aggregate purchase prices of the Shares being sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Shares shall be made either through one or more physical certificates or through the facilities of The Depository Trust Company unless the Lead Manager shall otherwise instruct. View More
Delivery and Payment. Delivery of and payment for the Shares shall be made at or about 10:00 A.M., New York City time, on September 10, 2020, January 28, 2021, or at such time on such later date not more than three Business Days after the foregoing date as the Lead Manager shall designate, which date and time may be postponed by agreement between the Lead Manager and the Company or as provided in Section 9 hereof (such date and time of delivery and payment for the Shares being herein called the "Closing Date"). Deliv...ery of the Shares shall be made to the Underwriters Agents for the respective accounts of each Underwriter Agent against payment by each Underwriter Agent of the respective aggregate purchase prices of the Shares being sold by the Company to or upon the order of the Company by wire transfer payable in same-day funds to the account specified by the Company. Delivery of the Shares shall be made either through one or more physical certificates or through the facilities of The Depository Trust Company unless the Lead Manager shall otherwise instruct. View More
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Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, on June 11, 2020, 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 Operating Partnership or as provided in Section 9 hereof (such date and time of deliver...y and payment for the Securities being herein called the "Closing Date"). Delivery of the Notes 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 Operating Partnership by wire transfer payable in same-day funds to an account specified by the Operating Partnership. The Notes shall be issued in book-entry only form through the facilities of The Depository Trust Company ("DTC") and shall be represented by one or more global certificates in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date. The certificates representing the Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m., New York City time, one full business day prior to the Closing Date. 20 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the General Disclosure Package and the Prospectus. View More
Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., New York City time, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, on June 11, January 30, 2020, 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 20 and the Operating Partnership 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 Notes 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 Operating Partnership by wire transfer payable in same-day funds to an account specified by the Operating Partnership. The Notes shall be issued in book-entry only form through the facilities of The Depository Trust Company ("DTC") and shall be represented by one or more global certificates in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date. The certificates representing the Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m., New York City time, one full business day prior to the Closing Date. 20 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the General Disclosure Package and the Prospectus. View More
Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 a.m., am, New York City time, at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019, on June 11, 2020, 24, 2014, 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 Operating Partnership or as provided in Section 9 hereof (such date and t...ime of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Notes 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 Operating Partnership by wire transfer payable in same-day funds to an account specified by the Operating Partnership. 20 The Notes shall be issued in book-entry only form through the facilities of The Depository Trust Company ("DTC") and shall be represented by one or more global certificates in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Date. The certificates representing the Notes will be made available for examination and packaging by the Representatives in The City of New York not later than 10:00 a.m., A.M., New York City time, one full business day prior to the Closing Date. 20 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the General Disclosure Package and the Prospectus. View More
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Delivery and Payment. Delivery of and payment for the Firm Shares shall be made at 9:30 a.m., New York City time, on June 4, 2019, at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York 10166, which date and time may be postponed by agreement among the Underwriters, the Forward Seller and the Company. Delivery of and payment for any Option Shares shall be made at the place, date and time specified by the Underwriters in the Option Notice given by the Underwriters pursuant to Section 3(a), or ...such other time and date as the Underwriters and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "Initial Closing Date"; each such time and date for delivery of Option Shares, whether or not the Initial Closing Date, is herein called an "Option Closing Date"; and each such time and date for delivery is herein called a "Closing Date." Delivery of the Shares shall be made to the respective accounts 13 of the several Underwriters against payment by the several Underwriters of the Purchase Price or Option Purchase Price, as the case may be, therefor to or upon the order of the Forward Seller in the case of the Borrowed Firm Shares or upon the order of the Company in the case of the Company Firm Shares (or, in the case of delivery by the Company in accordance with Section 3(a)(iv) or Section 8 hereof, the Company) in federal (same day) funds to the account specified by the Forward Seller in the case of the Borrowed Firm Shares or to the account specified by the Company in the case of the Company Firm Shares (or, in the case of delivery by the Company in accordance with Section 3(a)(iv) or Section 8 hereof, the Company) to the Underwriters, by causing The Depository Trust Company ("DTC") to credit the Shares to the account of the Underwriters at DTC. The Shares will be registered in the name of Cede & Co., as nominee of DTC and will be made available to the Underwriters for checking in New York, New York, not later than 2:00 p.m., New York City time, on the business day preceding the relevant Closing Date. View More
Delivery and Payment. Delivery of and payment for the Firm Shares shall be made at 9:30 a.m., New York City time, on June 4, 2019, the date and at the offices of Hunton Andrews Kurth LLP, 200 Park Avenue, New York, New York 10166, time specified in Schedule I hereto, which date and time may be postponed by agreement among the Underwriters, the Forward Seller Sellers and the Company. Company or as provided in Sections 9 and 15 hereof (such date and time of delivery and payment for the Firm Shares being herein called t...he "First Closing Date"). Delivery of and payment for any Option Shares shall be made at the place, date and time specified by the Underwriters Representatives in the Option Notice given by the Underwriters pursuant to Section 3(a), 2(a) hereof, or such other time and date as the Underwriters Representatives, the Forward Sellers and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the "Initial Closing Date"; each writing (each such time and date for delivery of Option Shares, whether or not the Initial First Closing Date, is herein called an "Option Closing Date"; and each such time of the First Closing Date and date for delivery any Option Closing 17 Date is herein called a "Closing Date." Date"). Delivery of the Shares shall be made to the respective accounts 13 of account specified by the several Underwriters Representatives against payment by the several Underwriters of the Purchase Price or Option Purchase Price, as the case may be, therefor to or upon the order of the Forward Seller in the case of the Borrowed Firm Shares or upon the order of the Company in the case of the Company Firm Shares Sellers (or, in the case of delivery by the Company in accordance with Section 3(a)(iv) 2(a)(iv) or Section 8 15 hereof, the Company) by wire transfer payable in federal (same day) same-day funds to the account account(s) specified by the Forward Seller in the case of the Borrowed Firm Shares or to the account specified by the Company in the case of the Company Firm Shares Sellers (or, in the case of delivery by the Company in accordance with Section 3(a)(iv) 2(a)(iv) or Section 8 15 hereof, the Company) to the Underwriters, Underwriters by causing The Depository Trust Company ("DTC") to credit the Shares to the account of the Underwriters at DTC. The Shares will be registered in the name of Cede & Co., as nominee of DTC and will be made available to for the Underwriters for checking by the Representatives in New York, New York, not later than 2:00 p.m., New York City time, 1:00 PM on the business day preceding Business Day prior to the relevant Closing Date. View More
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Delivery and Payment. Delivery of, and payment for, the Senior Notes shall be made at the office, on the date and at the time specified in Schedule A hereto (such date and time of delivery and payment for the Senior Notes being herein called the "Closing Date") and the aggregate Cash Payment due to all Purchasers shall be made to J.P. Morgan Securities LLC on behalf of the several Purchasers by wire transfer of immediately available funds on the Closing Date. Such aggregate Cash Payment may be netted against amounts ...owed to the Company by J.P. Morgan Securities LLC on behalf of any underwriters of the Company's debt securities. Payment for the Senior Notes to be purchased on the Closing Date shall be made by the Purchasers' tender of the Subordinated Notes to the Company. Delivery of the Senior Notes to be purchased on the Closing Date shall be made to the Purchasers, with any transfer taxes payable in connection with the sale of such Senior Notes to the Purchasers duly paid by the Company, against delivery by the Purchasers of the Subordinated Notes. The Senior Notes shall be delivered registered in the names of the Purchasers or their nominee, unless the Purchasers shall otherwise instruct. View More
Delivery and Payment. Delivery of, and payment for, the Senior Notes shall be made at the office, on the date and at the time specified in Schedule A hereto (such date and time of delivery and payment for the Senior Notes being herein called the "Closing Date") and the aggregate Cash Payment due to all Purchasers shall be made to J.P. Morgan Credit Suisse Securities (USA) LLC on behalf of the several Purchasers by wire transfer of immediately available funds on the Closing Date. Such aggregate Cash Payment may be net...ted against amounts owed to the Company by J.P. Morgan Credit Suisse Securities (USA) LLC on behalf of any underwriters of the Company's debt securities. several Purchasers. Payment for the Senior Notes to be purchased on the Closing Date shall be made by the Purchasers' tender of the Subordinated Junior Notes to the Company. Delivery of the Senior Notes to be purchased on the Closing Date shall be made to the Purchasers, with any transfer taxes payable in connection with the sale of such Senior Notes to the Purchasers duly paid by the Company, against delivery by the Purchasers of the Subordinated Junior Notes. The Senior Notes shall be delivered registered in the names of the Purchasers or their nominee, unless the Purchasers shall otherwise instruct. View More
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Delivery and Payment. Delivery of and payment for the Securities shall be made at the location, on the date and at the time specified on Schedule I hereto or at such time on such later date not more than five 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 8 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). D...elivery 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 aggregate purchase price of the Securities 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 Securities shall be made through the facilities of Euroclear Bank SA/NV and Clearstream Banking S.A., unless the Representatives shall otherwise instruct. The Settlement Lead Manager (as defined in Section 24 hereof) acknowledges that the Securities represented by the one or more global notes representing the Securities (collectively, the "Global Notes") will initially be credited to an account (the "Commissionaire Account") for the benefit of the Settlement Lead Manager, the terms of which include a third-party beneficiary clause ("stipulation pour autrui") with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager acknowledges that (i) the Securities represented by the Global Notes shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company's order. The Settlement Lead Manager undertakes that the net subscription monies for the Securities will be transferred to the Company's order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui') pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account. 10 4. Offering By Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus. Each Underwriter, severally and not jointly, hereby represents and warrants to, and agrees with the Company that it has not, and its controlled affiliates or any other person acting on its behalf have not, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering outside the United States except in accordance with the restrictions set forth in Annex II hereto. View More
Delivery and Payment. 10 (a) Delivery of and payment for the Securities shall be made at the location, on the date and at the time specified on in Schedule I hereto or at such time on such later date not more than five 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 8 hereof (such date and time of delivery and payment for the Securities being herein called the "C...losing 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 aggregate purchase price of the Securities 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 Securities shall be made through the facilities of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A., unless the Representatives shall otherwise instruct. The Settlement Lead Manager (as defined in Section 24 hereof) Banking, société anonyme ("Clearstream"). (b) J.P. Morgan Securities plc acknowledges that the Securities represented by the one or more global notes representing the Securities (collectively, the (the "Global Notes") will initially be credited to an account (the "Commissionaire Account") for the benefit of the Settlement Lead Manager, J.P. Morgan Securities plc the terms of which include a third-party beneficiary clause ("stipulation (‘stipulation pour autrui") autrui') with the Company as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis. The Settlement Lead Manager J.P. Morgan Securities plc acknowledges that (i) the Securities represented by the Global Notes shall be held to the order of the Company as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company's order. The Settlement Lead Manager J.P. Morgan Securities plc undertakes that the net subscription monies for the Securities will be transferred to the Company's order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui') pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account. 10 4. Offering By Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus. Each Underwriter, severally and not jointly, hereby represents and warrants to, and agrees with the Company that it has not, and its controlled affiliates or any other person acting on its behalf have not, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering outside the United States except in accordance with the restrictions set forth in Annex II hereto. View More
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