Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements set forth herein, the Company agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Initial
...Purchaser's name in Schedule 1 hereto at a price equal to 98.5% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) The Company and the Guarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person.
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Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements
and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the several
Initial Purchasers Underwriters as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respectiv
...e principal amount of Securities (i) the 2024 Notes set forth opposite such Initial Purchaser's Underwriter's name in Schedule 1 hereto at a price equal to 98.5% 99.653% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 July 17, 2020 to the Closing Date (as defined below). Date, and (ii) the 2026 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.460% of the principal amount thereof plus accrued interest, if any, from July 17, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Initial Purchasers Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities to or through any affiliate of an Initial Purchaser Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Underwriter. (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that each Initial Purchaser Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither none of the Representative Representatives nor any other Initial Purchaser Underwriter is 3 advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative Representatives nor any other Initial Purchaser Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser Underwriter of the Company, the Guarantors, Company and the transactions contemplated hereby hereby, or other matters relating to such transactions transactions, will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors Company or any other person. 2 2. Payment and Delivery. (a) Payment for and delivery of the Securities will be made at the offices of Cravath, Swaine & Moore LLP at 10:00 A.M., New York City time, on July 17, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date." (b) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities to the Underwriters duly paid by the 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.
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Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements
and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the several
Initial Purchasers Underwriters as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respectiv
...e principal amount of Securities (i) the 2024 Notes set forth opposite such Initial Purchaser's Underwriter's name in Schedule 1 hereto at a price equal to 98.5% 99.834% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 March 21, 2023 to the Closing Date (as defined below). Date, and (ii) the 2026 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.747% of the principal amount thereof plus accrued interest, if any, from March 21, 2023 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Initial Purchasers Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities to or through any affiliate of an Initial Purchaser Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Underwriter. 2 (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that each Initial Purchaser Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither none of the Representative Representatives nor any other Initial Purchaser Underwriter is 3 advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative Representatives nor any other Initial Purchaser Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser Underwriter of the Company, the Guarantors, Company and the transactions contemplated hereby hereby, or other matters relating to such transactions transactions, will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors Company or any other person.
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Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements
and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the several
Initial Purchasers Underwriters as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respectiv
...e principal amount of Securities (i) the 2023 Notes set forth opposite such Initial Purchaser's Underwriter's name in Schedule 1 hereto at a price equal to 98.5% 99.736% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 April 9, 2020 to the Closing Date (as defined below). Date, and (ii) the 2024 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.467% of the principal amount thereof plus accrued interest, if any, from April 9, 2020 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 2 (b) The Company understands that the Initial Purchasers Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities to or through any affiliate of an Initial Purchaser Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Underwriter. (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that each Initial Purchaser Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither none of the Representative Representatives nor any other Initial Purchaser Underwriter is 3 advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative Representatives nor any other Initial Purchaser Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser Underwriter of the Company, the Guarantors, Company and the transactions contemplated hereby hereby, or other matters relating to such transactions transactions, will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors Company or any other person.
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Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements
and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the several
Initial Purchasers Underwriters as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respectiv
...e principal amount of (i) the Fixed Rate Securities set forth opposite such Initial Purchaser's Underwriter's name in Schedule 1 hereto at a price equal to 98.5% 99.739% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 September 13, 2019 to the Closing Date (as defined below). and (ii) the Floating Rate Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.900% of the principal amount thereof plus accrued interest, if any, from September 13, 2019 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 2 (b) The Company understands that the Initial Purchasers Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities to or through any affiliate of an Initial Purchaser Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Underwriter. (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that each Initial Purchaser Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither none of the Representative Representatives nor any other Initial Purchaser Underwriter is 3 advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative Representatives nor any other Initial Purchaser Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser Underwriter of the Company, the Guarantors, Company and the transactions contemplated hereby hereby, or other matters relating to such transactions transactions, will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors Company or any other person.
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Purchase and Resale of the Securities. (a) On the basis of the representations, warranties and agreements
and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Securities to the several
Initial Purchasers Underwriters as provided in this Agreement, and each
Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the Company the respectiv
...e principal amount of (i) the Fixed Rate Securities set forth opposite such Initial Purchaser's Underwriter's name in Schedule 1 hereto at a price equal to 98.5% 99.661% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 September 19, 2018 to the Closing Date (as defined below). and (ii) the Floating Rate Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.800% of the principal amount thereof plus accrued interest, if any, from September 19, 2018 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 2 (b) The Company understands that the Initial Purchasers Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers Underwriters may offer and sell Securities to or through any affiliate of an Initial Purchaser Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) Underwriter. (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that each Initial Purchaser Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither none of the Representative Representatives nor any other Initial Purchaser Underwriter is 3 advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and neither none of the Representative Representatives nor any other Initial Purchaser Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser Underwriter of the Company, the Guarantors, Company and the transactions contemplated hereby hereby, or other matters relating to such transactions transactions, will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, Underwriter, as the case may be, and shall not be on behalf of the Company, the Guarantors Company or any other person.
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Purchase and Resale of the Securities. (a)
On the basis of the representations, warranties and agreements set forth herein, the Company agrees The Issuers agree to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuers the respective principal amount of Securities set fo
...rth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 98.75% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 January 20, 2022 to the Closing Date (as defined below). Date. The Company Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuers understand that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer (a "QIB") within the meaning of Rule 144A under the Securities Act (a "QIB") ("Rule 144A") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or 2 (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuers and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), Section 6, counsel for the Company Issuers and counsel for the Initial Purchasers, respectively, Purchasers may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above Section 1(b) (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges Calumet Parties acknowledge and agrees agree that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. Purchaser. (e) The Company and the Guarantors Calumet Parties acknowledge and agree that each the Initial Purchaser is Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Calumet Parties with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, the Guarantors Calumet Parties or any other person. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, the Guarantors Calumet Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Calumet Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors Calumet Parties with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors, Calumet Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors Calumet Parties or any other person.
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Purchase and Resale of the Securities. (a)
On the basis of the representations, warranties and agreements set forth herein, the Company agrees The Issuers agree to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuers the respective principal amount of Securities set fo
...rth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 96.744% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 November 26, 2013 to the Closing Date (as defined below). Date. The Company Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuers understand that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuers and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), Section 6, counsel for the Company Issuers and counsel for the Initial Purchasers, respectively, Purchasers may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above Section 1(b) (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges Calumet Parties acknowledge and agrees agree that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. Purchaser. 3 (e) The Company and the Guarantors Calumet Parties acknowledge and agree that each the Initial Purchaser is Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Calumet Parties with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, the Guarantors Calumet Parties or any other person. Additionally, neither the Representative Representatives nor any other Initial Purchaser is 3 advising the Company, the Guarantors Calumet Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Calumet Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors Calumet Parties with respect thereto. Any review by the Representative Representatives or any Initial Purchaser of the Company, the Guarantors, Calumet Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors Calumet Parties or any other person.
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Purchase and Resale of the Securities. (a)
On the basis of the representations, warranties and agreements set forth herein, the Company agrees The Issuers agree to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuers the respective principal amount of Securities set fo
...rth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 97.757% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 March 27, 2015 to the Closing Date (as defined below). Date. The Company Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuers understand that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuers and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), Section 6, counsel for the Company Issuers and counsel for the Initial Purchasers, respectively, Purchasers may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above Section 1(b) (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges Calumet Parties acknowledge and agrees agree that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. Purchaser. (e) The Company and the Guarantors Calumet Parties acknowledge and agree that each the Initial Purchaser is Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Calumet Parties with 3 respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, the Guarantors Calumet Parties or any other person. Additionally, neither the Representative Representatives nor any other Initial Purchaser is 3 advising the Company, the Guarantors Calumet Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Calumet Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors Calumet Parties with respect thereto. Any review by the Representative Representatives or any Initial Purchaser of the Company, the Guarantors, Calumet Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors Calumet Parties or any other person.
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Purchase and Resale of the Securities. (a)
On the basis of the representations, warranties and agreements set forth herein, the Company agrees The Issuers agree to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the
Company Issuers the respective principal amount of Securities set fo
...rth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 March 31, 2014 to the Closing Date (as defined below). Date. The Company Issuers will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands Issuers understand that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act (a "QIB") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act ("Regulation D") or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or (B) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuers and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), Section 6, counsel for the Company Issuers and counsel for the Initial Purchasers, respectively, Purchasers may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above Section 1(b) (including Annex C hereto), and each Initial Purchaser hereby consents to such reliance. 3 (d) The Company acknowledges Calumet Parties acknowledge and agrees agree that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. Purchaser. (e) The Company and the Guarantors Calumet Parties acknowledge and agree that each the Initial Purchaser is Purchasers are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Calumet Parties with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, the Guarantors Calumet Parties or any other person. Additionally, neither the Representative Representatives nor any other Initial Purchaser is 3 advising the Company, the Guarantors Calumet Parties or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Calumet Parties shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors Calumet Parties with respect thereto. Any review by the Representative Representatives or any Initial Purchaser of the Company, the Guarantors, Calumet Parties and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative Representatives or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors Calumet Parties or any other person.
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Purchase and Resale of the Securities. (a)
On the basis of the representations, warranties and agreements set forth herein, the The Company
hereby agrees to issue and sell the Securities to the several Initial Purchasers as provided in this Agreement, and each Initial Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite su
...ch Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 92.875% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (the "Purchase Price"). (b) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Time of Sale Information. Memorandum. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it is a qualified institutional buyer (a "QIB") within the meaning of Rule 144A under the Securities Act (a "QIB") ("Rule 144A") and an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act ("Regulation D"); 2 Act; (ii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the such Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(2) 4(2) of the Securities Act; and (iii) it has not solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their initial offering except: (A) within the United States States, to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A under the Securities Act ("Rule 144A") and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A; or and (B) in accordance with the restrictions set forth case of offers outside the United States, to persons other than U.S. persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in Annex C hereto. the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) in reliance upon Regulation S under the Securities Act; 16 and, in each case, such persons purchasing such Securities are deemed to have represented and agreed as provided in the Offering Memorandum under the caption "Notice to Investors". (c) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) 5(f) and 6(i), 5(g), counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained in paragraph (b) above (including Annex C hereto), above, and each Initial Purchaser hereby consents to such reliance. (d) The Company acknowledges and agrees that the Initial Purchasers may offer and sell Securities to or through any affiliate of an Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (e) The Company and the Guarantors acknowledge and agree that each Initial Purchaser is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representative nor any other Initial Purchaser shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representative or such Initial Purchaser, as the case may be, and shall not be on behalf of the Company, the Guarantors or any other person. Purchaser.
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