Purchase and Sale Clause Example with 21 Variations from Business Contracts
This page contains Purchase and Sale clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, the number of Firm Units set forth opposite such Underwriter's name in Schedule II hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties her...ein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units.View More
Variations of a "Purchase and Sale" Clause from Business Contracts
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership Selling Shareholder agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, Selling Shareholder, at the a purchase price set forth in Schedule I hereto, of $24.4375 per Share, the number of Firm Units Initial Shares set forth opposite such Underwriter's name on Schedule I hereto, subject to adjustme...nt as set forth in Schedule II hereto. Section 10 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership Selling Shareholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto 9,000,000 Additional Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Units. Initial Shares set forth on Schedule I hereto. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership Selling Shareholder setting forth the number of Option Units Additional Shares as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The 18 number of Option Units Additional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Units Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, Initial Shares, subject to (i) such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. shares and (ii) adjustment as set forth in Section 10 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the a purchase price set forth in Schedule I hereto, of $27.6225 per Share, the number of Firm Units Initial Shares set forth opposite such Underwriter's name on Schedule I hereto, subject to adjustment as set forth in Schedule II hereto. Se...ction 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the 22 several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto 6,225,000 Additional Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Units. Initial Shares set forth on Schedule I hereto. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units Additional Shares as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units Additional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Units Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, Initial Shares, subject to (i) such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. shares and (ii) adjustment as set forth in Section 9 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each 22 Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the a purchase price set forth in Schedule I hereto, of $ per Share, the number of Firm Units Initial Shares set forth opposite such Underwriter's name on Schedule I hereto, subject to adjustment as set forth in Schedule II hereto. Sectio...n 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto Additional Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Units. Initial Shares set forth on Schedule I hereto. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units Additional Shares as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units Additional Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Units Additional Shares to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, Initial Shares, subject to (i) such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. shares and (ii) adjustment as set forth in Section 9 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the a purchase price set forth in Schedule I hereto, of $30.536 per Share, the number of Firm Units Shares set forth opposite such Underwriter's name on Schedule I hereto, subject to adjustment as set forth in Schedule II hereto. Section 9 h...ereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of 6,300,000 Option Units set forth in Schedule I hereto Shares at the same purchase price per Unit Share as the Underwriters shall pay for the Firm Units. Shares set forth on Schedule I hereto. Said option may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice 14 by the Representatives Representative to the Partnership setting forth the number of Option Units Shares as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Units Shares to be purchased by the several Underwriters as and such Underwriter is purchasing of the Firm Units, Shares, subject to (i) such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional Units. shares and (ii) adjustment as set forth in Section 9 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell 7,700,000 Firm Units to each Underwriter, the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, of $42.16177 per Unit, the number of Firm Units set forth opposite such Underwriter's name in Schedule II 1 hereto. (b) Subject to the terms an...d conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto 1 hereto, at the same purchase price per Unit as the Underwriters shall pay for the Firm Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as the number of the Firm Units set forth opposite the name of such Underwriter is purchasing on Schedule 1 hereto bears to the aggregate number of the Firm Units, 16 subject to such adjustments as the Representatives Representatives, in their absolute discretion discretion, shall make to eliminate any fractional Units. units. Delivery of the Firm Units shall be made for the account of each Underwriter against payment by the several Underwriters of the purchase price thereof to the Partnership. Certificates for the Units, if any, shall be registered in such names and in such denominations as Wells Fargo Securities, LLC may request not less than two Business Days in advance of the Closing Date or any Option Closing Date, as the case may be. The Partnership agrees to have the certificates for the Units available for inspection, checking and packaging in New York, New York, not later than 1:00 p.m. on the Business Day prior to the Closing Date or any Option Closing Date, as the case may be. If the option provided for in Section 2(b) hereof is exercised after the third Business Day prior to the Closing Date, the Partnership will deliver the Option Units (at the expense of the Partnership) to the Underwriters, at the offices of Baker Botts L.L.P., 910 Louisiana Street, Houston, Texas 77002, on the date specified by Wells Fargo Securities, LLC (which shall be within three Business Days after exercise of said option) (the "Option Closing Date") for the respective accounts of the several Underwriters, against payment by the several Underwriters through Wells Fargo Securities, LLC of the purchase price thereof to the Partnership by wire transfer payable in same-day funds to the accounts specified by the Partnership. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to Wells Fargo Securities, LLC on the Option Closing Date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at the a purchase price set forth in Schedule I hereto, of $40.14 per unit, the number amount of the Firm Units set forth opposite such Underwriter's name in Schedule II I hereto. (b) Subject to the terms and conditions and in reliance upon the... representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of 1,275,000 Option Units set forth in Schedule I hereto at the same purchase price per Unit unit as the Underwriters shall pay for the Firm Units, less and amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives Representative to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives Representative in their its absolute discretion shall make to eliminate any fractional Units. 17 3. Delivery and Payment. Delivery of and payment for the Firm Units and the Option Units (if the option provided for in Section 2(b) hereof shall have been exercised on or before the third Business Day immediately preceding the Closing Date) shall be made at 9:00 AM, Houston, Texas time, on January 14, 2013, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Partnership or as provided in Section 9 hereof (such date and time of delivery and payment for the Units being herein called the "Closing Date"). Delivery of the Units shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. Delivery of the Firm Units and the Option Units shall be made through the facilities of The Depository Trust Partnership ("DTC") unless the Representative shall otherwise instruct. If the option provided for in Section 2(b) hereof is exercised after the third Business Day immediately preceding the Closing Date, the Partnership will deliver the Option Units (at the expense of the Partnership) to the Representative, at 375 Park Avenue, New York, New York, on the date specified by the Representative (which shall be within three Business Days after exercise of said option) for the respective accounts of the several Underwriters, against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Partnership by wire transfer payable in same-day funds to an account specified by the Partnership. If settlement for the Option Units occurs after the Closing Date, the Partnership will deliver to the Representative on the settlement date for the Option Units, and the obligation of the Underwriters to purchase the Option Units shall be conditioned upon receipt of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 6 hereof. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees Selling Unitholders agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, Selling Unitholders, at the a purchase price set forth in Schedule I hereto, of $105.24 per unit, the number amount of the Firm Units set forth opposite such Underwriter's name in Schedule I...I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership Selling Unitholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to the number of 527,307 Option Units set forth in Schedule I hereto at the same purchase price per Unit unit as the Underwriters shall pay for the Firm Units, less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. Said option may be exercised in whole or from time to time in part at any time on or before the 30th day after the date of the Final Prospectus upon written written, electronic or electronic telegraphic notice by the Representatives to the Partnership Selling Unitholders setting forth the number of Option Units as to which the several Underwriters are exercising the option and the Option Closing Date. settlement date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, the Underwriters, and each Underwriter agrees, the 17 Underwriters agree, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, the number of Firm Underwritten Units set forth opposite such each Underwriter's name in Schedule II hereto. hereto, subject to adjustment in acc...ordance with Section 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the settlement date. (c) The Partnership shall not be obligated to deliver any of the Units to be delivered on the Closing Date or any Option Closing Date. The number of Option Date, as applicable, except upon payment for all such Units to be purchased by each Underwriter shall be on the same percentage of the total number of Closing Date or any Option Units to be purchased by the several Underwriters Closing Date, as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. applicable. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each Underwriter, the Underwriters, and each Underwriter agrees, the Underwriters agree, severally and not jointly, to purchase from the Partnership, at the purchase price set forth in Schedule I hereto, the number of Firm Underwritten Units set forth opposite such each Underwriter's name in Schedule II hereto. hereto, subject to adjustment in accord...ance with Section 9 hereof. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Units set forth in Schedule I hereto at the same purchase price per Unit as the Underwriters shall pay for the Firm Underwritten Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives to the Partnership setting forth the number of Option Units as to which the several Underwriters are exercising the option and the settlement date. 17 (c) The Partnership shall not be obligated to deliver any of the Units to be delivered on the Closing Date or any Option Closing Date. The number of Option Date, as applicable, except upon payment for all such Units to be purchased by each Underwriter shall be on the same percentage of the total number of Closing Date or any Option Units to be purchased by the several Underwriters Closing Date, as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. applicable. View More
Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Partnership agrees to sell to each the Underwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Partnership, at the a purchase price per unit as set forth in on Schedule I II-A hereto, the number of Firm the Units set forth opposite such the Underwriter's name in Schedule II I hereto. (b) Subject to the terms and conditions and in relia...nce upon the representations and warranties herein set forth, the Partnership hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to the number of 825,000 Option Units set forth in Schedule I hereto at the same purchase price per Unit unit as the Underwriters Underwriter shall pay for the Firm Units, less an amount per unit equal to any dividends or distributions declared by the Partnership and payable on the Firm Units but not payable on the Option Units. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Final Prospectus upon written or electronic telegraphic notice by the Representatives Underwriter to the Partnership setting forth the number of Option Units as to which the several Underwriters are Underwriter is exercising the option and the Option Closing Date. The number of Option Units to be purchased by each Underwriter shall be the same percentage of the total number of Option Units to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Units, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Units. settlement date. View More
