Purchase and Sale Contract Clauses (2,386)

Purchase and Sale. The Company agrees to issue and sell to the several Underwriters the Securities upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective aggregate principal amount of Securities set forth opposite their names on Schedule A. The purchase price per Note to be paid by the several Underwriters to t...he Company shall be equal to (i) 99.229% of the principal amount of the 2027 Notes and (ii) 98.956% of the principal amount of the 2032 Notes. View More

Purchase and Sale. The Issuers agree to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Issuers the respective aggregate principal amount of Notes set forth opposite their names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Issuers ...shall be equal to 98.50% of the principal amount thereof. -17- 3. Delivery and Payment; Representations and Warranties and Covenants of the Underwriters. (a) Delivery of certificates for the Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Cahill Gordon & Reindel LLP, Eighty Pine Street, New York, New York 10005 (or such other place as may be agreed to by the Issuers and the Representative) at 9:00 a.m., New York time, on May 27, 2014 (the time and date of such closing are called the "Closing Date"). Delivery of the Notes shall be made through the facilities of The Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. (b) Public Offering of the Notes. The Representative hereby advises the Issuers that the Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the Prospectus, their respective portions of the Notes as soon after this Agreement has been executed as the Representative, in its sole judgment, has determined is advisable and practicable. (c) Payment for the Notes. Payment for the Notes shall be made on the Closing Date by wire transfer of immediately available funds to the order of the Partnership. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Notes. Wells Fargo Securities, LLC, individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Notes to be purchased by any Underwriter whose funds shall not have been received by the Representative by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (d) Delivery of the Notes. Delivery of the Notes shall be made through the facilities of DTC unless the Representative shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. (e) Delivery of Prospectus to the Underwriters. Not later than 10:00 a.m. on the second business day following the date the Notes are first released by the Underwriters for sale to the public, the Issuers shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representative shall reasonably request. View More

Purchase and Sale. On the basis of the representations and warranties, and subject to the terms and conditions set forth in this agreement (this "Agreement"), the Underwriters (defined below) shall purchase from NSTAR Electric Company, a Massachusetts corporation doing business as Eversource Energy (the "Company"), severally and not jointly, and the Company shall sell to the Underwriters, the principal amount of the Company's 4.95% Debentures due 2052, set forth opposite the name of the Underwriters in Schedule I ...hereto at the price specified in Schedule III hereto (the aggregate principal amount of the debentures described in Schedule I hereto are hereinafter referred to as the "Securities"). View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Securities set forth opposite the name of such Underwriter in Schedule I hereto at a price (the "Purchase Price") equal to $990 per Security. The Company understands that the Underwriters intend... to make a public offering of the Securities, and initially to offer the Securities for sale to the public on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Securities purchased by it to or through any Underwriter. View More

Purchase and Sale. Seller agrees to convey, transfer and assign, and Buyer agrees to acquire, accept and assume, the Property, on the terms, conditions and provisions set forth in this Agreement.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the Company agrees, as of the date hereof and as of the Applicable Time, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, as of the date hereof and as of the Applicable Time, to purchase from the Company, at the purchase price set forth in Schedule III of the applicable Pricing Agreement (the "Purchase Price"), the number of Securities set forth op...posite such Underwriter's name in Schedule I to the applicable Pricing Agreement. (b) [Reserved] 3. Delivery and Payment. The Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form acceptable to the Representatives, shall be delivered by or on behalf of the Company to Citigroup Global Markets Inc. for the account of such Underwriter at the office, on the date and at the time specified in the applicable Pricing Agreement (or such later date not later than five business days after such specified date as the Representatives shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by the Underwriters of the purchase price thereof by wire transfer of Federal (same-day) funds to the account specified by the Company or as otherwise set forth in the applicable Pricing Agreement. The Company shall cause the Securities to be delivered by book-entry transfer through the facilities of DTC in such manner and in such amounts as Citigroup Global Markets Inc. shall direct. View More

Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby agrees to (i) sell, assign, transfer and deliver to Purchasers, and Purchasers hereby agrees to purchase and accept delivery from the Company, the Notes free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whatsoever ("Encumbrances"), for the consideration specified herein and (ii) in consideration of the Note Price d...elivered by the Purchasers to the Company, the Company hereby agrees to issue the Warrant to the Purchasers upon receipt of payment for the Notes. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the aggregate principal amount of Securities set forth opposite its name on Schedule I attached hereto. The purchase price for the Securities shall be 98.453% of the principal amount. 11 4. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10...:00 AM, New York City time, on May 16, 2018, or at such time on such later date not more than two Business Days (as defined below) after the foregoing date as the Initial Purchaser shall designate (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Initial Purchaser against payment by the Initial Purchaser of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company ("DTC") unless the Initial Purchaser shall otherwise instruct the Company in writing. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. View More

Purchase and Sale. (a) The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at a purchase price of $24.75 per Share for 2,059,600 Shares sold to institutional investors and $24.2125 per Share for 17,940,400 Shares sold to other investors, the number of Firm Shares set forth opposite the name of such U...nderwriter in Schedule I hereto, subject to such adjustments as Morgan Stanley & Co. LLC ("Morgan 8 Stanley") in its sole discretion shall make, or cause to be made, to eliminate any sales or purchases of fractional shares. (b) In addition, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 3,000,000 Optional Shares for the purpose of covering overallotments, at the purchase prices listed in the above paragraph, less an amount per Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The option hereby granted may be exercised prior to the First Time of Delivery (as defined herein) and may be exercised in whole or in part at any time and from time to time upon notice by the Representatives to the Company setting forth the number of Optional Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Shares. Any such time and date of delivery shall be the First Time of Delivery (as defined herein). If the option is exercised as to all or any portion of the Optional Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Optional Shares then being purchased which the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares, subject to such adjustments as Morgan Stanley in its sole discretion shall make, or cause to be made, to eliminate any sales or purchases of fractional shares. View More

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, each of the Forward Sellers (with respect to the number of Borrowed Initial Securities set forth on Schedule II-B hereto) and the Issuer (with respect to any Issuer Top-Up Initial Securities), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Forward Sellers (with respect to the Borrowed Initial... Securities) and the Issuer (with respect to any Issuer Top-Up Initial Securities) that number of Initial Securities set forth opposite the name of such Underwriter in Schedule II-A hereto under the heading "Number of Initial Securities To Be Purchased" plus, in each case, any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 12 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, in each case, at the purchase price set forth in Schedule I hereto; (b) Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, each of the Forward Sellers (with respect to the number of Borrowed Option Securities set forth on Schedule II-B hereto) and the Issuer (with respect to any Issuer Top-Up Option Securities) hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the number of Option Securities set forth opposite the name of such Underwriter in Schedule II-A hereto under the heading "Number of Option Securities To Be Purchased" at the same purchase price per share as the Underwriters shall pay for the Initial Securities, less an amount per share equal to any dividends or distributions declared by the Issuer and payable on the Initial Securities but not payable on the Option Securities. 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 notice by the Representatives to the Forward Sellers and the Issuer setting forth the aggregate number of shares of the Option Securities as to which the several Underwriters are exercising the option and the settlement date. The number of Option Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Securities to be 17 purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. (c) If (i) any of the conditions to effectiveness of either of the Initial Forward Sales Agreements set forth therein have not been satisfied at the Closing Date; (ii) the Issuer has not performed all of the obligations required to be performed by it under this Underwriting Agreement on or prior to the Closing Date; or (iii) any of the conditions set forth in Section 9 hereof have not been satisfied on or prior to the Closing Date; (clauses (i) through (iii), together, the "Conditions"), each Forward Counterparty, in its sole discretion, may elect not to borrow, and may cause the applicable Forward Seller not to deliver for sale to the Underwriters the Borrowed Initial Securities deliverable by the applicable Forward Seller hereunder. (d) If (i) any of the conditions to effectiveness of either of the Option Forward Sales Agreements set forth therein have not been satisfied at the settlement date for the Borrowed Option Securities; (ii) the Issuer has not performed all of the obligations required to be performed by it under this Underwriting Agreement on or prior to the settlement date for the Option Securities; or (iii) any of the conditions set forth in Section 9 hereof have not been satisfied on or prior to the settlement date for the Option Securities; (clauses (i) through (iii), together, the "Option Conditions"), each Forward Counterparty, in its sole discretion, may elect not to borrow, and may cause the applicable Forward Seller not to deliver for sale to the Underwriters the Borrowed Option Securities deliverable by the applicable Forward Seller hereunder. View More