Miscellaneous Clause Example with 9 Variations from Business Contracts
This page contains Miscellaneous clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • BofA Securities, Inc., One Bryant ...Park, 9th Floor, New York, New York 10036, Attention: HG Transaction Management, dg.hg_legal@bofa.com; • Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; • J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.View More
Variations of a "Miscellaneous" Clause from Business Contracts
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Citigroup Global Markets Inc., 388 Greenwich Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfar...go.com); • BofA Securities, Inc., One Bryant Park, 9th Floor, New York, New York 10036, NY 10013, Attention: HG Transaction Management, dg.hg_legal@bofa.com; General Counsel (fax no. : 212-816-7912); • Goldman Goldman, Sachs & Co. LLC, Co., 200 West Street, New York, New York 10282, 10282-2198, Attention: Registration Department; Department (tel. no. : 212-902-1171); • HSBC Securities (USA) Inc., 452 Fifth Avenue, New York, NY 10018, Attention: Transaction Management Group (fax no. : 212-525-0238); • J.P. Morgan Securities LLC, 383 338 Madison Avenue, New York, NY 10170, 10179 Attention: Investment High Grade Syndicate Desk, Facsimile: (212) 834-6081; • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division Desk – 3rd Floor (fax no. : 212-507-8999); (212) 834-6081; and 24 • UBS RBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Inc., 600 Washington Boulevard, Stamford, CT 06901, Attention: Fixed Income Debt Capital Markets Syndicate (fax no. : 203-719-0495); 203-873-4534). Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. Treasurer (fax: 973-802-9280). In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. 24 (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed signed in counterparts (which may include counterparts delivered by any number standard form of counterparts, telecommunication), each of which counterparts shall be deemed to be an original, original and all of which counterparts together shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PRUDENTIAL FINANCIAL, INC. By: /s/ Jurgen Muhlhauser Name: Jurgen Muhlhauser Title: Vice President and Asst. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina Charlotte NC 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); (fax no. : 704-410-0326...), e-mail tmgcapitalmarkets@wellsfargo.com • BofA Securities, Citigroup Global Markets Inc., One Bryant Park, 9th Floor, New York, New York 10036, Attention: HG Transaction Management, dg.hg_legal@bofa.com; • Goldman Sachs & Co. LLC, 200 West 388 Greenwich Street, New York, New York 10282, NY 10013, Attention: Registration Department; General Counsel (fax no. : 212-816-7912) 21 • J.P. Morgan Securities LLC, 383 Madison Avenue, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Attention: Capital Markets Transaction Management/Legal, 50 Rockefeller Plaza, NY1-50-12-01, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; 10020 (fax no. : 212-901-7881) • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York NY 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 212-507-8999) • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, 677 Washington Boulevard, Stamford, CT 06901, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 203-719-0495) Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. Treasurer (fax: 973-802-9280). In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed signed in counterparts (which may include counterparts delivered by any number standard form of counterparts, telecommunication), each of which counterparts shall be deemed to be an original, original and all of which counterparts together shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 22 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, PRUDENTIAL FINANCIAL, INC. By: /s/ Jurgen Muhlhauser Name: Jurgen Muhlhauser Title: Vice President and Asst. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, Credit Suisse Securities (USA) LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • Bof...A Securities, Inc., One Bryant Park, 9th Floor, 11 Madison Avenue, New York, New York 10036, 10010, Attention: HG Transaction Management, dg.hg_legal@bofa.com; Management Group (fax no. : 212-743-5825); • Goldman Goldman, Sachs & Co. LLC, Co., 200 West Street, New York, New York 10282, 10282-2198, Attention: Registration Department; Department (tel. no. : 212-902-3000); • J.P. Morgan Securities LLC, 383 Madison Avenue, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-050-12-12-01 New York, NY 10170, New York 10020 Attention: Investment High Grade Syndicate Desk, Facsimile: Debt Capital Markets Transaction Management/Legal (fax no. : (212) 834-6081; 901-7881; and • Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, 06901, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 212-507-8999). 21 Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. Treasurer (fax: 973-802-9280). In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed signed in counterparts (which may include counterparts delivered by any number standard form of counterparts, telecommunication), each of which counterparts shall be deemed to be an original, original and all of which counterparts together shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 22 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • BofA Securities, Inc., One Bryant ...Park, 9th Floor, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 50 Rockefeller Plaza, NY1-50-12-02, New York, New York 10036, 10020, Attention: HG High Grade Transaction Management, dg.hg_legal@bofa.com; • Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; • J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; Management/Legal (fax no. : 646-855-5958) • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 212-507-8999) • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 203-719-0495) • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte North Carolina 28202, Attention: Transaction Management (fax no. : 704-410-0326), e-mail: tmgcapitalmarkets@wellsfargo.com Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. Treasurer (fax: 973-802-9280). In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. 22 (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed signed in counterparts (which may include counterparts delivered by any number standard form of counterparts, telecommunication), each of which counterparts shall be deemed to be an original, original and all of which counterparts together shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 23 If the foregoing is in accordance with your understanding, please indicate your acceptance of this thís Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • BofA Securities, Inc., One Bryant ...Park, 9th Floor, BNP Paribas Securities Corp., 787 Seventh Avenue, New York, New York 10036, 10019, Attention: HG Transaction Management, dg.hg_legal@bofa.com; Syndicate Desk, Email: dl.new.york.syndicate@us.bnpparibas.com; • Goldman Sachs & Co. LLC, 200 West Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10282, 10013, Attention: Registration Department; General Counsel, Facsimile: (646) 291-1469); • Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York, 10010-3629, Attention: IB-Legal, fax: (212) 325-4296; • Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10019, Attention: Debt Capital Markets Syndicate, with a copy to General Counsel (fax no. : 212-797-4561); and • J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; 834-6081. • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 25 (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 26 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • Barclays Capital Inc., 745 Seventh... Avenue, New York, New York 10019, Attention: Syndicate Registration (fax no. : 646-834-8133); • BofA Securities, Inc., One Bryant Park, 9th Floor, New York, New York 10036, Attention: HG Transaction Management, dg.hg_legal@bofa.com; • Goldman Sachs & Co. LLC, 200 West Street, Deutsche Bank Securities Inc., 1 Columbus Circle, New York, New York 10282, 10019, Attention: Registration Department; Debt Capital Markets Syndicate, with a copy to General Counsel (fax no. : 646-374-1071); • J.P. Morgan HSBC Securities LLC, 383 Madison (USA) Inc. at 452 Fifth Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, 10018, Attention: Investment Banking Division Transaction Management Group (fax no. : 212-507-8999); (646) 366-3229); and 24 • UBS Mizuho Securities USA LLC, 1285 1271 Avenue of the Americas, New York, New York 10019, 10020, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); Debt Capital Markets; 25 Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 26 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); Management, e-mail: tmgcapitalmarket...s@wellsfargo.com; • BofA Securities, Barclays Capital Inc., One Bryant Park, 9th 745 7th Avenue, 5th Floor, New York, New York 10036, 10019, Attention: HG Transaction Management, dg.hg_legal@bofa.com; Syndicate Registration (fax no. : (646) 834-8133); • Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, Attention: General Counsel (fax no. : (646) 291-1469); • Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; • J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: Department (fax no. : (212) 834-6081; 902-9316); and • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 212-507-8999). Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. 23 (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 24 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, J.P. Morgan Securities LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); • BofA Securi...ties, Inc., One Bryant Park, 9th Floor, New York, 383 Madison Avenue, New York 10036, New York 10170, Attention: HG Transaction Management, dg.hg_legal@bofa.com; Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; • Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; • J.P. Morgan HSBC Securities LLC, 383 Madison (USA) Inc., 452 Fifth Avenue, New York, NY 10170, New York 10018, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; Transaction Management Group (fax no. : (646) 366-3229); and • Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 23 Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 24 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
Miscellaneous. (a) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in the case of: • Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, Charlotte North Carolina 28202, Attention: Transaction Management (email: tmgcapitalmarkets@wellsfargo.com); Management, e-mail: tmgcap...italmarkets@wellsfargo.com; • BofA Securities, Inc., One Bryant Park, 9th Floor, New York, New York 10036, Attention: HG Transaction Management, dg.hg_legal@bofa.com; • Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; • J.P. Morgan Securities LLC, 383 Madison Avenue, New York, NY 10170, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; • Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Investment Banking Division (fax no. : 212-507-8999); and 24 • UBS Securities LLC, 1285 Avenue of the Americas, New York, New York 10019, Attention: Fixed Income Syndicate (fax no. : 203-719-0495); 203-719-0495). Notices to the Company shall be given to it at 751 Broad Street, Newark, New Jersey 07102-5096, Attention: Treasurer, at nandini.mongia@prudential.com. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients. (b) Prior Agreements. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 22 (d) Waiver of Jury Trial. The Company and the Underwriters hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. (e) Counterparts. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. (f) Amendments or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto. (g) Headings. The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. [Remainder of Page Intentionally Left Blank] 25 23 If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. View More
