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.
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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%...thereof of the Securities, plus accrued interest, if any, from September 25, May 23, 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 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, May 23, 2014 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 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. 2 (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.
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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%...thereof of the Securities, plus accrued interest, if any, from September 25, 2014 March 12, 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 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 London time, on September 25, 2014, March 12, 2015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, 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 the delivery of a global certificate (the "Registered Global Certificate"), duly executed and registered in the name of Elavon Financial Services Limited, UK Branch, as nominee, and in or substantially in the form provided in the Indenture, to Elavon Financial Services Limited, UK 2 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 Certificate in the register maintained by the registrar for the Securities. The Registered Global Note 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.
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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, herein agrees, severally and not jointly, to purchase from the Company
the respective (i) $600,000,000 principal amount of
the 2022 Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% ...99.298% of the principal amount thereof and (ii) $400,000,000 principal amount of the 2027 Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.202% of the principal amount thereof, in each case plus accrued and unpaid interest, if any, from September 25, 2014 August 24, 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. Date. -2- (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 their judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. 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 Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will shall be made by wire transfer in immediately available funds to the account specified by the Company to the Underwriters at the offices of Davis Polk Cahill Gordon & Wardwell LLP Reindel LLP, 80 Pine Street, New York, New York 10005 at 10:00 9:00 A.M., New York City time, on September 25, 2014, August 24, 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 Company and the Company Underwriters may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the "Closing Date". (d) Date." 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, Company ("DTC") of one or more global notes representing the Securities (collectively, (collectively the "Global Note"), Notes") with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. Delivery of the Securities shall be made at such times and in such quantities on the Closing Date as the Representatives shall instruct through the facilities of DTC, unless the Representatives shall otherwise instruct. The Global Note Securities will be made available eligible for inspection by book-entry delivery through the Representatives facilities of DTC to securities accounts of the Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Global Notes for the 2022 Securities 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 2027 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 will be responsible made available 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 inspection by the Underwriters of not later than 1:00 P.M., New York City time, on the Company, business day prior to 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. Closing Date.
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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% 98.500% of the principal amount t
...hereof plus accrued interest, if any, from September 25, 2014 16, 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 the Securities as soon after the effectiveness of this Agreement as in the your 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 Cravath, Swaine & Wardwell LLP Moore, LLP, 825 Eighth Avenue, New York, New York 10019, at 10:00 A.M., New York City time, on September 25, 2014, 16, 2015, 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 you 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 you against delivery to the nominee of The Depository Trust Company, Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives you not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 2 (e) The Company hereby confirms its engagement of PNC Capital Markets LLC as, and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to PNC Capital Markets LLC hereby confirms its agreement with the Company and to render services as, a "qualified independent underwriter" within the Guarantors meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA") with respect to the offering of Securities contemplated hereby (including in connection with determining the terms and sale 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 Securities. No compensation will be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability paid 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 qualified independent underwriter for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. its services.
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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% 96.919% of the principal amount thereof thereof, plus accrued interest, if any, from September 25, 2014 January 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. (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 or around 9:00 A.M., New York City London time, on September 25, 2014, January 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 to the account(s) specified to the Underwriters by the Company to the -3- Representatives Issuer against delivery to of 2 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 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.
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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% 99.570% of the principal amount thereof thereof, plus accrued interest, if any, from September 25, 2014 March 12, 2020, 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 such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. 2 (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 or around 9:00 A.M., New York City London time, on September 25, 2014, March 12, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives 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 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 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.
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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% 98.586% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 August 12, 2020 to the Closing Date (as defined below). 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 Hogan Lovells US LLP, 555 Thirteenth Street, NW, Washington, DC 20004 at 10:00 A.M., New York City time, on September 25, 2014, August 12, 2020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". 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"), 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. Operating Partnership. 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 Transaction Entities acknowledge and agree 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 Transaction Entities 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 Transaction Entities or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors Transaction Entities or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors Transaction Entities shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to either of the Company or the Guarantors Transaction Entities with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the Guarantors, Transaction Entities, 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 either of the Company Transaction Entities or the Guarantors. any other person.
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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, 99.463% of the principal amount thereof thereof, plus accrued interest, if any, from September 25, 2014 March 15, 2016 to the Closing Date (as defined below). below), (ii) with respect to the 2023 Notes, 99.353% of the principal amount thereof, plus accrued interest, if any, from March 15, 2016 to the Closing Date and (iii) with respect to the 2026 Notes, 99.481% of the principal amount thereof, plus accrued interest, if any, from March 15, 2016 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. 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 10:30 A.M., New York City time, on September 25, 2014, March 15, 2016, 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"), 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.
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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 1.150% Senior Notes due 2018, 99.838% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 August 15, 2016 to the Closing Date (as defined below). below) and (ii) with respect to the Floating Rate Senior Notes due 2018, 99.850% of the principal amount thereof plus accrued interest, if any, from August 15, 2016 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. 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 10:30 A.M., New York City time, on September 25, 2014, August 15, 2016, 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"), 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.
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Purchase of the Securities by the Underwriters. (a) The
Company agrees Companies agree to issue and sell the
Securities Notes 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 Companies the respective principal amount of
Securities Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99....238% 100% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 April 28, 2016 to the Closing Date (as defined below). Date. The Company Companies will not be obligated to deliver any of the Securities except upon payment for all of the Securities to be purchased as provided herein. As compensation for the services rendered by the Underwriters, as applicable, to the Companies in respect of the issuance and sale of the Securities, the Companies agree to pay the Underwriters, as applicable, a commission in the amount of $12,925,000 (the "Underwriters' Commission"), with such Underwriters' Commission to be paid directly to the Representatives on behalf of the Underwriters (x) if the Escrow Triggering Event has not occurred, on the Closing Date and (y) if the Escrow Triggering Event has occurred, on the Escrow Release Date; provided that in the event a Special Mandatory Redemption occurs, the Underwriters will not be entitled to receive the Underwriters' Commission. -3- (b) The Company understands Representatives hereby advise the Companies and the Companies understand 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. Pricing Disclosure Package. (c) The Company acknowledges Companies acknowledge and agrees agree 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) (d) Payment for and delivery of the Securities Notes will be made at the offices of Davis Polk Cahill, Gordon & Wardwell Reindel LLP at 10:00 A.M., New York City time, on September 25, 2014, April 28, 2016, 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 Companies may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Date." (e) Payment for the Securities Notes 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"), for the account of the Underwriters, of one or more global notes representing the Securities Notes (collectively, the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities Notes duly paid by the Company. Companies. The Global Note Notes representing the Notes 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) (f) The Company Companies and the Guarantors Guarantor acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company Companies and the Guarantors Guarantor 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, Companies, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, Companies, the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Companies and the Guarantors Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Companies or the Guarantors Guarantor with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, Companies, the Guarantors, Guarantor, and 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, as the case may be, and shall not be on behalf of the Company Companies, the Guarantor or the Guarantors. any other person.
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