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 set forth herein, the Company The Issuer agrees to issue and sell the Securities to the
several Initial
Purchasers Purchaser as provided in this Agreement, and
each the 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, agrees to purchase from the
Company the respective Issuer $400,000,000 principal a
...mount of Securities set forth 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 30, 2019 to the Closing Date (as defined below). (the "Purchase Price"). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 3 (b) The Company Issuer understands that the Initial Purchasers intend Purchaser intends to offer the Securities for resale on the terms set forth in the Time of Sale Information. Each The Initial Purchaser, severally and not jointly, Purchaser 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 not, directly or indirectly, 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 not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their the 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; (B) to persons inside the United States that are accredited investors (as defined in Rule 501(a)(1),(2), (3), (7) and (8) under the Securities Act); or (B) (C) in accordance with the restrictions set forth in Annex C hereto. (c) Each The Initial Purchaser acknowledges and agrees that the Company Issuer and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers Purchaser pursuant to Sections 6(f) and 6(i), 6(g), counsel for the Company Issuer and counsel for the Initial Purchasers, Purchaser, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, Purchaser, and compliance by the Initial Purchasers Purchaser with their its agreements, contained in paragraph (b) above (including Annex C hereto), and each the Initial Purchaser hereby consents to such reliance. (d) The Company Issuer acknowledges and agrees that the Initial Purchasers Purchaser may offer and sell Securities to or through any affiliate of an the Initial Purchaser and that any such affiliate may offer and sell Securities purchased by it to or through any the Initial Purchaser; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. Agreement (including Annex C hereto). 4 (e) The Company Issuer and the Guarantors acknowledge and agree that each the Initial Purchaser is acting solely in the capacity of an arm's length contractual counterparty to the Company Issuer 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, Issuer or the Guarantors or any other person. person in connection therewith. Additionally, neither the Representative nor any other Initial Purchaser is 3 not advising the Company, Issuer or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 not have any responsibility or liability to the Company Issuer or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuer, the Guarantors, 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, Issuer, 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 set forth herein, the Company The Issuer 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 Issuer the respective principal amount of Securities set forth oppo
...site such Initial Purchaser's name in Schedule 1 hereto at (i) a price equal to 98.5% 100% of the aggregate principal amount thereof plus accrued interest, of the Securities minus 1.72% (the "Initial Purchasers' Discount") of the aggregate principal amount of the Securities if any, the Acquisition is consummated prior to or concurrently with the issuance of the Securities; or (ii) if the Acquisition is not consummated prior to or concurrently with the issuance of the Securities, the Initial Purchasers' Discount shall not be deducted from May 6, 2016 to the payment for the Securities on the Closing Date (as defined below). and the aggregate principal amount of the Securities shall be deposited in the Escrow Account and be paid as provided in Section 2(c), subject to the terms of the Escrow Agreement. The Company Issuer 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 Issuer 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 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) 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 its 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 Issuer and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) 6(g)(i), 6(g)(ii) and 6(i), counsel for the Company Issuer 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. 3 (d) The Company acknowledges Issuer and agrees the Guarantors acknowledge and 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 Issuer and the Guarantors 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 Issuer 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 advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, Issuer, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 Issuer or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuer, 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, Issuer, 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 set forth herein, the Company The Issuer 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 Issuer the respective principal amount of Securities set forth oppo
...site such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 103.250% of the principal amount thereof plus accrued interest, if any, interest from May 6, 2016 30, 2019 to the Closing Date (as defined below). (the "Purchase Price"). The Company Issuer 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 Issuer 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 not, directly or indirectly, 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 not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their the 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; 4 (B) to persons inside the United States that are accredited investors (as defined in Rule 501(a)(1),(2), (3), (7) and (8) under the Securities Act); or (B) (C) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuer and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), 6(g), counsel for the Company Issuer 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 Issuer 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. Agreement (including Annex C hereto). (e) The Company Issuer 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 Issuer 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, Issuer or the Guarantors or any other person. person in connection therewith. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, Issuer or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 Issuer or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuer, the Guarantors, 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, Issuer, 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 set forth herein, the Company The Issuer 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 Issuer the respective principal amount of Securities set forth oppo
...site such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 99.00% of the principal amount thereof plus accrued interest, if any, from May 6, August 22, 2016 to the Closing Date (as defined below). (the "Purchase Price"). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 3 (b) The Company Issuer 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 not, directly or indirectly, 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 not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their the 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; (B) to persons inside the United States that are accredited investors (as defined in Rule 501(a)(1),(2), (3), (7) and (8) under the Securities Act); or (B) (C) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuer and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), 6(g), counsel for the Company Issuer 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 Issuer 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. Agreement (including Annex C hereto). (e) The Company Issuer 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 Issuer and the 4 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, Issuer or the Guarantors or any other person. person in connection therewith. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, Issuer or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 Issuer or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuer, the Guarantors, 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, Issuer, 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 set forth herein, the Company The Issuer 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 Issuer the respective principal amount of Securities set forth oppo
...site such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 97.75% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 July 31, 2015 to the Closing Date (as defined below). (the "Purchase Price"). The Company Issuer 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 Issuer 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 not, directly or indirectly, 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 not, directly or indirectly, solicited offers for, or offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of their the 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; 3 (B) to persons inside the United States that are accredited investors (as defined in Rule 501(a)(1),(2), (3), (7) and (8) under the Securities Act); or (B) (C) in accordance with the restrictions set forth in Annex C hereto. (c) Each Initial Purchaser acknowledges and agrees that the Company Issuer and, for purposes of the "no registration" opinions to be delivered to the Initial Purchasers pursuant to Sections 6(f) and 6(i), 6(g), counsel for the Company Issuer 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 Issuer 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. Agreement (including Annex C hereto). (e) The Company Issuer 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 Issuer 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, Issuer or the Guarantors or any other person. person in connection therewith. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, Issuer or the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 Issuer or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuer, 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, Issuer, 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 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
the Securities se
...t forth opposite such Initial Purchaser's name in Schedule 1 hereto at a price equal to 98.5% 98.875% of the aggregate principal amount thereof plus accrued interest, if any, from May 6, 2016 to of the Closing Date (as defined below). Securities thereof. 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 3 ("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) 6(g)(i) and 6(i), 6(h), counsel for the Company Issuers 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 Issuers and agrees the Guarantors acknowledge and 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 Issuers and the Guarantors 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 Issuers 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 advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, Issuers, the Guarantors or any other person. Additionally, neither the Representative Representatives nor any other Initial Purchaser is 3 advising the Company, Issuers, the Guarantors Guarantors, or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuers 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 Representatives nor any other Initial Purchaser shall have any responsibility or liability to the Company or Issuers and the Guarantors with respect thereto. Any review by the Representative Representatives or any Initial Purchaser of the Company, Issuers and the Guarantors, Guarantors 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, Issuers, 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 set forth herein, the 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 2018 Notes, 2020 Notes, 2023... Notes and 2043 Notes set forth opposite such Initial Purchaser's name in Schedule 1 hereto hereto, at a price equal to 98.5% 99.425% of the 3 principal amount thereof in the case of the 2018 Notes, 99.337% of the principal amount thereof in the case of the 2020 Notes, 99.291% of the principal amount thereof in the case of the 2023 Notes and 98.669% of the principal amount thereof in the case of the 2043 Notes, in each case plus accrued interest, if any, from May 6, 2016 March 7, 2013 to the Closing Date (as defined below). 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 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 ("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 (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 the 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), 6(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), and each Initial Purchaser hereby consents to such reliance. 4 (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 provided, however, that any such affiliate shall be subject to the same obligations as its affiliated Initial Purchaser hereunder, and that such offers and sales Initial Purchaser shall be made in accordance with the provisions liable for any breach of this Agreement. those obligations by such affiliate. (e) The Company acknowledges and the Guarantors acknowledge and agree agrees 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 Company or any other person. Additionally, neither the Representative nor any other Initial Purchaser 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 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 Representatives or any Initial Purchaser of the Company, the Guarantors, Company 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 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% 97.75% of the principal amount thereof plus accrued interest, if any, from May 6, 2016 January 23, 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 (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) 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 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) 6(g) and 6(i), counsel for the Company Issuers and the Guarantors 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. -3- (d) The Company acknowledges Issuers 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 Issuers 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 Issuers 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, Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Initial Purchaser is 3 advising the Company, Issuers, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuers 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 Issuers or the Guarantors with respect thereto. Any review by the Representative or any Initial Purchaser of the Company, Issuers, 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, Issuers, the Guarantors or any other person.
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