Purchase of the Securities by the Underwriters Clause Example with 247 Variations from Business Contracts
This page contains Purchase of the Securities by the Underwriters 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 of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Underwriter's name in Schedule 1 hereto at a price equal to 99.238% of the principal amount thereof p...lus accrued interest, if any, from September 25, 2014 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 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 on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, 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". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, 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 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. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are 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 Representatives nor any other Underwriter is 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 the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.View More
Variations of a "Purchase of the Securities by the Underwriters" Clause from Business Contracts
Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, 2 warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equa...l to 99.238% 99.112% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). thereof. The Company Operating Partnership 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 Operating Partnership understands that the 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 on the terms set forth in the Time of Sale Information. The Company Operating Partnership 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP Sidley Austin LLP, 787 Seventh Ave, New York, New York 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, November 26, 2019, or at such other time or place on the same or such other date, not later than the fifth sixth business day thereafter, as the Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC") or a custodian acting on behalf of DTC, for the account of the Underwriters, of one or more Securities in global notes representing the Securities form (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Operating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Operating Partnership acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Operating Partnership 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 Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Operating Partnership 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 Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors Operating Partnership with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the Guarantors, Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Operating Partnership or the Guarantors. any other person. View More
Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Operating Partnership the respective principal amount of Securities 2 set forth opposite such Underwriter's name in Schedule 1 hereto at a price equa...l to 99.238% 98.753% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). thereof. The Company Operating Partnership 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 Operating Partnership understands that the 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 on the terms set forth in the Time of Sale Information. The Company Operating Partnership 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP Sidley Austin LLP, 787 Seventh Ave, New York, New York 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, May 14, 2018, 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 Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC") or a custodian acting on behalf of DTC, for the account of the Underwriters, of one or more Securities in global notes representing the Securities form (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Operating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Operating Partnership acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Operating Partnership 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 Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Operating Partnership 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 Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors Operating Partnership with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the Guarantors, Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Operating Partnership or the Guarantors. any other person. View More
Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, 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 Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal ...to 99.238% 99.070% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). thereof. The Company Operating Partnership 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 Operating Partnership understands that the 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 on the terms set forth in the Time of Sale Information. The Company Operating Partnership 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP Sidley Austin LLP, 787 Seventh Ave, New York, New York 10019 at 10:00 A.M., a.m., New York City time, on September 25, 2014, March 7, 2019, 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 Operating Partnership may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Operating Partnership to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company ("DTC") or a custodian acting on behalf of DTC, for the account of the Underwriters, of one or more Securities in global notes representing the Securities form (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Operating Partnership. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Operating Partnership acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Operating Partnership 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 Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Operating Partnership or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Operating Partnership 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 Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors Operating Partnership with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the Guarantors, Operating Partnership, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Operating Partnership or the Guarantors. any other person. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amoun...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% (i) with respect to the 0.800% Senior Notes due 2016, 99.791% of the principal amount thereof, (ii) with respect to the 1.550% Senior Notes due 2018, 99.536% of the principal amount thereof, (iii) with respect to the 3.000% Senior Notes due 2023, 98.729% of the principal amount thereof and (iv) with respect to the 4.500% Senior Notes due 2043, 97.936% of the principal amount thereof, in each case, plus accrued interest, if any, from September 25, 2014 February 11, 2013 to the Closing Date (as defined below). 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 Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Final Prospectus. The Company Issuer acknowledges and agrees that the Underwriters each Underwriter may offer and sell Securities to or through any affiliate of an 2 such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Simpson Thacher & Wardwell Bartlett LLP at 10:00 10:30 A.M., New York City time, on September 25, 2014, February 11, 2013, 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 Underwriters and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriters by the Company to the -3- Representatives Issuer against delivery to the nominee of The Depository Trust Company, 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 duly paid by the Company. Notes"). The Global Note Notes will be made available for inspection by the Representatives Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuer 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 Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, the Guarantors Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Issuer 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 the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuer with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuer. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amoun...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% (i) with respect to the 2021 Notes, 99.682% of the principal amount thereof thereof, plus accrued interest, if any, from September 25, 2014 January 17, 2017 to the Closing Date (as defined below). below) and (ii) with respect to the 2023 Notes, 99.3005% of the principal amount thereof, plus accrued interest, if any, from January 17, 2017 to the Closing Date. 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 Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment 2 of the Representatives Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Final Prospectus. The Company Issuer acknowledges and agrees that the Underwriters each Underwriter may offer and sell Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Simpson Thacher & Wardwell Bartlett LLP at 10:00 10:30 A.M., New York City London time, on September 25, 2014, January 17, 2017, 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 Underwriters and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriters by the Company to the -3- Representatives Issuer against delivery to of the nominee Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V., as operator of The Depository Trust Company, the Euroclear system ("Euroclear"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representatives Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuer 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 Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, the Guarantors Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Issuer 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 the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuer with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuer. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, Schedule 1 hereto, and each Underwriter, 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 Underwriter's name in Schedule 1 hereto at a purchase price equal to 99.238%... 99.059% of the principal amount thereof of the Securities, plus accrued interest, if any, from September 25, 2014 May 19, 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 Underwriters intend to make a public offering of net purchase price for all the Securities to be purchased as soon after the effectiveness of this Agreement as in the judgment of provided herein will be paid by, or on or behalf of, the Representatives is advisable, and initially to offer the Securities Common Depository at 10.00 A.M. (London time) on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 19, 2016 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representatives Company and the Company Representatives may agree upon in writing. The time and date of such payment and delivery is referred to herein as the (the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Date"), with any transfer taxes payable in connection 2 with the sale of the Securities to be duly paid by the Company. Company, against delivery of a global certificate (the "Registered Global Certificate"), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the "Common Depositary") for Euroclear Bank ("Euroclear") and for Clearstream Banking, S.A. ("Clearstream") and the registration of the holdings of the Securities represented by the Registered Global Note Certificate in the register maintained by the registrar for the Securities. The Registered Global Certificate will be made available for inspection by the Representatives not later than 1:00 12:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Against delivery of the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the Common Depositary to arrange for the payment to the Company on the Closing Date of the net purchase price for the Securities as aforesaid. (c) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any 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 Representatives nor any other no such Underwriter is 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 the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, Schedule 1 hereto, and each Underwriter, 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 Underwriter's name in Schedule 1 hereto at a purchase price equal to 99.238%... 99.597% of the principal amount thereof of the Securities, plus accrued interest, if any, from September 25, 2014 May 17, 2017 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 Underwriters intend to make a public offering of net purchase price for all the Securities to be purchased as soon after the effectiveness of this Agreement as in the judgment of provided herein will be paid by, or on or behalf of, the Representatives is advisable, and initially to offer the Securities Common Depository at 10.00 A.M. (London time) on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 17, 2017 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representatives Company and the Company 2 Representatives may agree upon in writing. The time and date of such payment and delivery is referred to herein as the (the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Date"), with any transfer taxes payable in connection with the sale of the Securities to be duly paid by the Company. Company, against delivery of a global certificate (the "Registered Global Certificate"), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and for Clearstream Banking S.A. ("Clearstream") and the registration of the holdings of the Securities represented by the Registered Global Note Certificate in the register maintained by the registrar for the Securities. The Registered Global Certificate will be made available for inspection by the Representatives not later than 1:00 12:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Against delivery of the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the Common Depositary to arrange for the payment to the Company on the Closing Date of the net purchase price for the Securities as aforesaid. (c) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any 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 Representatives nor any other no such Underwriter is 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 the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amoun...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% (i) with respect to the 2026 Notes, 99.82% of the principal amount thereof, (ii) with respect to the 2031 Notes, 99.70% of the principal amount thereof and (iii) with respect to the 2041 Notes, 99.50% of the principal amount thereof, in each case, plus accrued interest, if any, from September 25, 2014 April 15, 2021, to the Closing Date (as defined below). 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. 2 (b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Final Prospectus. The Company Issuer acknowledges and agrees that the Underwriters each Underwriter may offer and sell Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Simpson Thacher & Wardwell Bartlett LLP at 10:00 12:01 A.M., New York City Tokyo time, on September 25, 2014, April 15, 2021, 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 Underwriters and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". Date." (d) Payment for the Securities shall be made by wire transfer in immediately available funds in Japanese yen to the account(s) specified to the Underwriters by the Company to the -3- Representatives Issuer against delivery to of the nominee Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., as operator of The Depository Trust Company, the Euroclear system, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representatives Underwriters not later than 1:00 P.M., New York City time, on the business day twenty-four hours prior to the Closing Date. (e) The Company Issuer acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors Issuer 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 Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, the Guarantors Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Issuer 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 the Underwriters shall have no responsibility or liability to the Company or the Guarantors Issuer with respect thereto. Any review by the Underwriters of the Company, the Guarantors, Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Issuer. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, Schedule 1 hereto, and each Underwriter, 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 Underwriter's name in Schedule 1 hereto at a purchase price equal to 99.238%... 99.179% of the principal amount thereof of the Securities, plus accrued interest, if any, from September 25, 2014 May 20, 2021 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 Underwriters intend to make a public offering of net purchase price for all the Securities to be purchased as soon after the effectiveness of this Agreement as in the judgment of provided herein will be paid by, or on or behalf of, the Representatives is advisable, and initially to offer the Securities Common Depository at 10.00 A.M. (London time) on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 20, 2021 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representatives Company and the Company Representatives may agree upon in writing. The time and date of such payment and delivery is referred to herein as the (the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Date"), with any transfer taxes payable in connection with the sale of the Securities to be duly paid by the Company. Company, against delivery of a global 2 certificate (the "Registered Global Certificate"), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and for Clearstream Banking S.A. ("Clearstream") and the registration of the holdings of the Securities represented by the Registered Global Note Certificate in the register maintained by the registrar for the Securities. The Registered Global Certificate will be made available for inspection by the Representatives not later than 1:00 12:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Against delivery of the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the Common Depositary to arrange for the payment to the Company on the Closing Date of the net purchase price for the Securities as aforesaid. (c) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any 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 Representatives nor any other no such Underwriter is 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 the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, Schedule 1 hereto, and each Underwriter, 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 Underwriter's name in Schedule 1 hereto at a purchase price equal to 99.238%... 99.503% of the principal amount thereof of the Securities, plus accrued interest, if any, from September 25, 2014 March 9, 2015 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 Underwriters intend to make a public offering of net purchase price for all the Securities to be purchased as soon after the effectiveness of this Agreement as in the judgment of provided herein will be paid by the Representatives is advisable, and initially to offer the Securities Company at 10.00 A.M. (London time) on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, March 9, 2015 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representatives Company and the Company Representatives may agree upon in writing. The time and date of such payment and delivery is referred to herein as the (the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Date"), with any transfer taxes payable in connection with the sale of the Securities to be duly paid by the Company. Company, against delivery of a global certificate (the "Registered Global 2 Certificate"), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V. ("Euroclear") and for Clearstream Banking, société anonyme ("Clearstream") and the registration of the holdings of the Securities represented by the Registered Global Note Certificate in the register maintained by the registrar for the Securities. The Registered Global Certificate will be made available for inspection by the Representatives not later than 1:00 12:00 P.M., New York City time, on the business day prior to the Closing Date. (e) (c) Against delivery of the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the Common Depositary to arrange for the payment to the Company on the Closing Date of the net purchase price for the Securities as aforesaid. (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any 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 Representatives nor any other no such Underwriter is 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 the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
