Payment and Delivery Clause Example with 667 Variations from Business Contracts
This page contains Payment and Delivery 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.
Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "Closing ...Date." 15 Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.View More
Variations of a "Payment and Delivery" Clause from Business Contracts
Payment and Delivery. Payment for the Firm Shares Initial Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Initial Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall be designated in wr...iting by you. November 6, 2017. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares Such delivery and payment shall be made at the offices of Latham & Watkins LLP, 885 Third Avenue, New 15 York, New York 10022 (or such other place as may be agreed to by the Company and the Representatives). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the Closing Date as originally scheduled include, but are in Federal no way limited to, any determination by the Company or other funds immediately available the Initial Purchasers to recirculate to investors copies of an amended or supplemented Final Memorandum or a delay as contemplated by the provisions of Section 10 hereof. In addition, in New York City against the event that any or all of the Option Securities are purchased by the Initial Purchasers, payment of the purchase price for, and delivery of certificates or security entitlements for, such Additional Shares for Option Securities shall be made at the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 above-mentioned offices, or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, place as shall be designated agreed upon by the Representatives and the Company, on each Option Closing Date as specified in writing by you. the notice from the Representatives to the Company. The Firm Shares and Additional Shares Securities shall be in definitive form or global form, as specified by the Representatives, and registered in such names and in such denominations as you the Representatives shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. Date. The Firm Shares and Additional Shares Securities shall be delivered to you the Representatives (or to the Trustee, as custodian for The Depository Trust Company, in the case of Securities in global form) on the Closing Date or an Option Closing Date, as the case may be, applicable, for the respective accounts of the several Underwriters, Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. therefor plus accrued interest, if any, to the date of payment and delivery. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Initial Purchasers. View More
Payment and Delivery. (a) Payment for and delivery of the Firm Shares shall Securities will be made to at the Company in Federal or other funds immediately available in offices of Cravath, Swaine & Moore LLP at 10:00 A.M., New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters time, on the closing date and time set forth in Schedule I hereto, September 19, 2018, or at such other time or place on the same or such other date, not later than the fifth business day ther...eafter, as shall be designated the Representatives and the Company may agree upon in writing by you. writing. The time and date of such payment are hereinafter and delivery is referred to herein as the "Closing Date." 15 (b) Payment for any Additional Shares the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company in Federal or other funds immediately available in New York City to the Representatives against delivery to the nominee of such Additional Shares The Depository Trust Company ("DTC"), for the respective accounts account of the several Underwriters at 10:00 a.m., New York City time, on Underwriters, of one or more global notes representing the date specified in Securities (collectively, the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, "Global Note"), with any transfer taxes payable in connection with the transfer sale of the Shares Securities to the Underwriters duly paid, against payment of paid by the Purchase Price therefor. Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. View More
Payment and Delivery. (a) Payment for and delivery of the Firm Shares shall Notes will be made to at the Company in Federal or other funds immediately available in offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York, 10017, at 10:00 a.m., New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters time, on the closing date and time set forth in Schedule I hereto, April 28, 2020, or at such other time or place on the same or such other date..., not later than the fifth third business day thereafter, as shall be designated the Representatives and the Company may agree upon in writing or, in the case of the Option Securities, on the date and at the time and place specified by you. the Representatives in the written notice of the Initial Purchasers' election to purchase such Option Securities. The time and date of such payment are hereinafter for the Convertible Securities is referred to herein as the "Closing Date" and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the "Closing Date." 15 an "Additional Closing Date". 4 (b) Payment for any Additional Shares the Notes shall be made by wire transfer in immediately available funds to the account(s) specified by the Company in Federal or other funds immediately available in New York City to the Representatives against delivery in the name of such Additional Shares Cede & Co., as nominee of The Depository Trust Company (the "Depositary"), for the respective accounts account of the several Underwriters at 10:00 a.m., Initial Purchasers, of global notes representing the Notes purchased by the Initial Purchasers (collectively, the "Global Notes"). The Global Notes will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option any Additional Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company Issuer in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, March 28, 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, April 2, 2019, as sha...ll be designated in writing by you. the Representative. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares Such delivery and payment shall be made to at the Company in Federal or other funds immediately available in offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at 10022 (or such other time on place as may be agreed to by the same Issuer and the Representative). The Issuer hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Issuer or on such other date, in any event not later than the tenth business day thereafter, Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 10 hereof. The Securities shall be designated in writing definitive form or global form, as specified by you. The Firm Shares the Representative, and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. Date. The Firm Shares and Additional Shares Securities shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. therefor plus accrued interest, if any, to the date of payment and delivery. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Initial Purchasers. View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as shall may be designated in writing by you. the Managers. The time and date of such payment are hereinafter... referred to as the "Closing Date." 15 10 Payment for any Additional Shares the Securities shall be made against delivery to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares Managers on the Closing Date for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on of the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be Securities registered in such names and in such denominations as you the Managers shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment paid. Delivery of the Purchase Price therefor. Securities shall be made in book-entry form through a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") unless the Managers shall otherwise instruct. View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives in Federal or other funds immediately available in the case of the Underwritten Securities, at the offices of Cooley LLP, One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190, at 10:00 a.m., New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters time, on the ...closing date and time set forth in Schedule I hereto, April 7, 2015, or at such other time or place on the same or such other date, including by electronic exchange of documents, not later than the fifth business day thereafter, as shall be designated the Representatives and the Company may agree upon in writing writing, or, in the case of the Option Securities, on the date and at the time and place specified by you. the Representatives in the written notice of the Initial Purchasers' election to purchase such Option Securities. The time and date of such payment are hereinafter for the Underwritten Securities is referred to herein as the "Closing Date" and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the "Closing Date." 15 "Additional Closing Date". Payment for any the Securities to be purchased on the Closing Date or the Additional Shares Closing Date, as the case may be, shall be made against delivery to the nominee of The Depository Trust Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares ("DTC"), for the respective accounts of the several Underwriters Initial Purchasers of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives at 10:00 a.m., the office of JMP Securities LLC set forth above not later than 1:00 p.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Additional Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters on the closing date and time set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth third business day thereafter, as shall thereafter may be designated in writing by you. The time and date of such payment are hereinaf...ter referred to as the "Closing Date." 15 Payment for any Additional Shares the Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares to you on the Closing Date for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on of the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be Securities registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters duly paid, against payment paid. 8 5. Conditions to the Underwriters' Obligations. The several obligations of the Purchase Price therefor. Underwriters to purchase and pay for the Securities on the Closing Date are subject to the following conditions: (a) The representations and warranties of the Company contained herein are true and correct on the date hereof, as of the Time of Sale and as of the Closing Date, and the Company shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date. (b) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review, with possible negative implications, of the rating accorded any of the debt securities of the Company by any "nationally recognized statistical rating organization," as such term is defined in Section 3(a)(62) of the Exchange Act; (c) Since the respective dates as of which information is given in the Time of Sale Prospectus, there shall not have been any material change in the capital stock of the Company or the long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), the effect of which in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus and the Prospectus. (d) The Representatives shall have received on and as of the Closing Date a certificate of an officer of the Company reasonably satisfactory to you with respect to the matters set forth in Sections 5(a) and 5(b) and to the further effect that there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Time of Sale Prospectus and the Prospectus. (e) The Underwriters shall have received on the Closing Date an opinion of Jones Day, outside counsel for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. 9 (f) The Underwriters shall have received on the Closing Date an opinion of J. Michael Wilder, Vice-President, General Counsel and Secretary for the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (g) The Underwriters shall have received on the Closing Date an opinion of Cravath, Swaine & Moore LLP, counsel for the Underwriters, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters. (h) On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to you letters dated such dates, in form and substance reasonably satisfactory to the Underwriters and PricewaterhouseCoopers LLP, containing statements and information of the type customarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a "cut-off" date no more than three business days prior to such Closing Date. View More
Payment and Delivery. Payment for the Firm Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, [________], 2018, or at such other time on the same or such other date, not later than the fifth business day thereafter, [_________], 2018, as shall be designated in writing ...by you. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, [_______], 2018, as shall be designated in writing by you. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Escrow Agent (on behalf of the Company and pursuant to the terms of the Escrow Agreement) in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, October 15, 2014, or at such other time on the same or such other ...date, not later than the fifth business day thereafter, October 15, 2014, as shall be designated in writing by you. the Representative. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares Such delivery and payment shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on at the date specified in the corresponding notice described in Section 2 or at offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 (or such other time on and place as may be agreed to by the same Company and the Representative). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or on such other date, in any event not later than the tenth business day thereafter, Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 10 hereof. The Securities shall be designated in writing definitive form or global form, as specified by you. The Firm Shares the Representative, and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. Date. The Firm Shares and Additional Shares Securities shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. therefor plus accrued interest, if any, to the date of payment and delivery. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Initial Purchasers. View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts of the several Underwriters Initial Purchasers at 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, October 6, 2021, or at such other time on the same or such other date, not later than the fifth business day thereafter, October 13, 2021, as shall ...be designated in writing by you. Morgan Stanley & Co. LLC. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares Such delivery and payment shall be made at the offices of Cahill Gordon & Reindel LLP, 32 Old Slip, New York, New York 10005 (or such other place as may be agreed to by the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, as and Morgan Stanley & Co. LLC). The Securities shall be designated in writing definitive form or global form, as specified by you. The Firm Shares the Representative, and Additional Shares shall be registered in such names and in such denominations as you the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. Date. The Firm Shares and Additional Shares Securities shall be delivered to you the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment of the Purchase Price therefor. therefor plus accrued interest, if any, to the date of payment and delivery. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Initial Purchasers. View More
