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. (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, May 17, 2021, 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 by you. writing. The time and date of such payment are hereinafter and delivery is referred to herein as the "Closing Date." 15 Date". (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 of such Additional Shares to 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 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. Date. View More
Payment and Delivery. 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 Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002 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 18, 2014, or at such other time or place on the same or such other dat...e, not later than the fifth business day thereafter, as shall be designated the Representative 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 (a) 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 Representative 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 Initial Purchasers, 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 to Securities duly paid by the Underwriters duly paid, against payment of the Purchase Price therefor. Company. View More
Payment and Delivery. Payment for the Firm Shares to be sold by each Seller shall be made to the Company such Seller 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 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, [____________], 2019, or at such other time on the same or such other date, not later than the fifth business day thereafter, [_________], 2019, as sha...ll 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 Sellers 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 3 or at such other time on the same or on such other date, in any event not later than the tenth business day thereafter, [_______], 2019, 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. (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 Sidley Austin 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, March 24, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as sha...ll be designated the Representatives and the Transaction Entities 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 Company in Federal or other funds immediately available in New York City account(s) specified by the Issuer 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 Initial Purchasers, 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 Notes"), with any transfer taxes payable in connection with the transfer sale of the Shares Securities to the Underwriters Initial Purchasers duly paid, against payment paid by the Issuer. A copy of the Purchase Price therefor. Global Notes will be made available for inspection by the Representatives at the offices of Sidley Austin LLP 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 Securities will be made to at the Company in Federal or other funds immediately available in offices of Simpson Thacher & Bartlett 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, November 12, 2014, or at such other time or place on the same or such other date, not later than the fifth business day th...ereafter, as shall be designated the Initial Purchaser 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 Initial Purchaser 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 Initial Purchaser, 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 duly paid by the Company. The Global Note will be made available for inspection by the Initial Purchaser not later than 1:00 P.M., New York City time, on the business day prior to the Underwriters duly paid, against payment of the Purchase Price therefor. Closing Date. 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 Davis Polk & Wardwell LLP, 450 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, January 24, 2020, or at such other time or place on the same or such other date..., not later than the fifth business day thereafter, as shall be designated the Representative 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 Representative 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 Initial Purchasers, 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 to Securities duly paid by the Underwriters duly paid, against payment of the Purchase Price therefor. Company. 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 Latham & Watkins LLP not later than 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, February 18, 2021, or at such other time or place on the same or such other date, not later than the fifth business day ...thereafter, as shall be designated the Representative 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 3 (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 Representative 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 Initial Purchasers, 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 duly paid by the Company. The Global Note will be made available through electronic transmission (e.g., "pdf" or "tif" format) for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Underwriters duly paid, against payment of the Purchase Price therefor. Closing Date. View More
Payment and Delivery. Payment for the Firm Shares Securities shall be made by the Initial Purchaser to the Company in Federal federal or other funds immediately available in New York City against delivery of such Firm Shares Securities for the respective accounts account of the several Underwriters Initial Purchaser at 10:00 a.m., New York City time, on the closing date and time set forth in Schedule I hereto, September 28, 2016, or at such other time on the same or such other date, not later than the fifth business ...day thereafter, September 30, 2016, as shall be designated in writing by you. the Initial Purchaser. The time and date of such payment are hereinafter referred to as the "Closing Date." 15 Payment for any Additional Shares The Securities shall be made delivered in global form, with the Guarantee affixed 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 Notes, 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 on deposited with the Closing Date or an Option Closing Date, Trustee as custodian for The Depository Trust Company ("DTC") and registered in the case may be, name of Cede & Co., as nominee for DTC, for the respective accounts account of the several Underwriters, Initial Purchaser, with any transfer taxes payable in connection with the transfer of the Shares Securities to the Underwriters Initial Purchaser duly paid, against payment of the Purchase Price therefor. therefor plus accrued interest, if any, to the date of payment and delivery. 8 5. Conditions to the Initial Purchaser's Obligation. The obligation of the Initial Purchaser to purchase and pay for the Securities on the Closing Date is subject to the following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any actual event, circumstance or change having a material adverse effect, or a development involving a reasonably likely prospective material adverse effect, on the business, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Memorandum provided to the prospective purchasers of the Securities that, in the Initial Purchaser's reasonable determination, is material and adverse and that makes it, in the Initial Purchaser's reasonable determination, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Memorandum. (b) The Initial Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of each of the Company and the Guarantors, to the effect set forth in Section 5(a) and to the effect that the representations and warranties of the Company and the Guarantors contained in this Agreement are true and correct as of the Closing Date (except to the extent that such representations and warranties speak as of another date, in which case, such representations and warranties shall be true and correct as of such other date) and that the Company and the Guarantors have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (c) The Initial Purchaser shall have received on the Closing Date, the following: (i) the Indenture, duly executed and delivered by the Company, the Guarantors and the Trustee; (ii) the Warrant Agreement, duly executed and delivered by the Company and the Warrant Agent; and (iii) the Registration Rights Agreement, duly executed and delivered by the Company and the Guarantors. (d) The Initial Purchaser shall have received on the Closing Date an opinion and negative assurance statement of Manatt, Phelps & Phillips, LLP, outside counsel for the Company and the Guarantors, dated the Closing Date, to the effect set forth in Exhibit D. Such opinion and negative assurance statement shall be rendered to the Initial Purchaser at the request of the Company and the Guarantors and shall so state therein. 9 (e) The Initial Purchaser shall have received on the Closing Date an opinion of O'Melveny & Myers LLP, counsel for the Initial Purchaser, dated the Closing Date, to the effect set forth in Exhibit E. (f) The Initial Purchaser shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchaser, from SingerLewak LLP, independent public accountants, containing statements and information of the type ordinarily 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 Time of Sale Memorandum and the Final Memorandum; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. 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 Davis Polk & Wardwell LLP, 450 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, January 8, 2021 or at such other time or place on the same or such other date, ...not later than the fifth business day thereafter, as shall be designated the Representative 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 Representative 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 Initial Purchasers, 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 to Securities duly paid by the Underwriters duly paid, against payment of the Purchase Price therefor. Company. 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 Cahill Gordon & Reindel LLP, 80 Pine Street, New York, New York 10005 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, October 26, 2017, or at such other time or place on the same or such other date, no...t later than the fifth business day thereafter, as shall be designated the Representative 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 Representative 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 Initial Purchasers, of one or more global notes representing the date specified in Securities (collectively, the corresponding notice described in Section 2 or at such "Global Note" and, together with any other time on Global Note, 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 Notes"), with any transfer taxes payable in connection with the transfer sale of the Shares Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business day prior to the Underwriters duly paid, against payment of the Purchase Price therefor. Closing Date. View More
