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 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 2 Schedule 1 hereto at a price equal to 99.238% (i) with respect to the 1.450% Senior Notes due 2018, 99.811% of the principal amount 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 Floating Rate Senior Notes due 2018, 99.850% of the principal amount thereof plus accrued interest, if any, from March 15, 2016 to the Closing Date, (iii) with respect to the 1.700% Senior Notes due 2019, 99.724% of the principal amount thereof plus accrued interest, if any, from March 15, 2016 to the Closing Date and (iv) with respect to the Floating Rate Senior Notes due 2019, 99.800% 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. (b) The Company understands Issuer and the Guarantor understand 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 acknowledges Issuer and agrees the Guarantor acknowledge and agree 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, the Issuer and the Company Guarantor 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 Issuer and the -3- Representatives Guarantor 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 Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to each of the Company Issuer 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, Issuer, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, Issuer or the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each of the Issuer and the Guarantors Guarantor 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 3 contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuer or the Guarantors Guarantor with respect thereto. Any review by the Underwriters of the Company, Issuer, the Guarantors, Guarantor, 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 Issuer or the Guarantors. Guarantor.
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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% 99.700% of the principal amount
t...hereof of the 2021 Floating Rate Euro Notes, 99.596% of the principal amount of the 2021 Euro Notes, 99.650% of the principal amount of the 2023 Euro Notes, 99.390% of the principal amount of the 2027 Euro Notes, 99.229% of the principal amount of the 2030 Euro Notes, 98.695% of the principal amount of the 2039 Euro Notes, 99.525% of the principal amount of the 2025 Sterling Notes and 99.400% of the principal amount of the 2031 Sterling Notes, in each case, plus accrued interest, if any, from September 25, 2014 May 21, 2019 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 LLP, 450 Lexington Avenue, New York, NY 10017 at 10:00 A.M., New York City time, on September 25, 2014, May 21, 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 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 Euro Notes shall be made by the Underwriters in euros and payment for the Sterling Notes shall be made by the Underwriters in GBP, in each case by wire transfer in immediately available funds through a common depository (the "Common Depository") for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"), 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, Common Depositary of one or more global notes representing the Securities (collectively, the "Global Note"), Notes") in book-entry form which will be registered in the name of a nominee of the Common Depositary for Clearstream and Euroclear, with any transfer taxes payable in connection with the initial sale of the Securities to the Underwriters duly paid by the Company. The Global Note 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 at least twenty-four hours prior to the Closing Date. 4 (e) The Company 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 with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives no Representative nor any other 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 Underwriters no Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters any Representative or any Underwriter 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 such Representative or such Underwriter and shall not be on behalf of the Company or the Guarantors. any other person.
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Purchase of the Securities by the Underwriters. (a) The Company
agrees and the Subsidiary Guarantors agree 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
and the Subsidiary Guarantors the respective principal
amount amounts of
the Securities set forth opposite such Underwriter's name in S
...chedule 1 hereto at a price equal to 99.238% 99.275% of the principal amount thereof in the case of the 2019 Notes, 99.008% of the principal amount thereof in the case of the 2024 Notes and 98.830% of the principal amount thereof in the case of the 2044 Notes, in each case plus accrued interest, if any, from September 25, November 24, 2014 to the Closing Date (as defined below). The Company and the Subsidiary Guarantors 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. 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. 3 (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, November 24, 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"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note 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) The Company and the Subsidiary Guarantors 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 Subsidiary Guarantors with respect to the offering of Securities contemplated hereby Offering (including in connection with determining the terms of the offering) and Offering) and, notwithstanding that certain of the Underwriters have advised either the Company or Rockwood in connection with the Merger, not as a financial advisor or a fiduciary to, or an agent of, the Company, the Subsidiary Guarantors or any other person. Additionally, neither none of the Representatives nor or any other Underwriter is advising the Company, the Subsidiary Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary 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 no Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters of the Company, Company or the Subsidiary 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 Subsidiary Guarantors.
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Purchase of the Securities by the Underwriters. (a) The
Company agrees Companies agree to issue and sell the
Securities 2024 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 2024 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price eq
...ual to 99.238% 99.299% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 August 29, 2019 to the Closing Date (as defined below). Date. (b) The Company Companies agree to issue and sell the 2030 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 Companies the respective principal amount of 2030 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.101% of the principal amount thereof plus accrued interest, if any, from August 29, 2019 to the Closing Date. (c) The 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. (b) (d) 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. (e) 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) (f) 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, August 29, 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 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." (g) 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) -3- (h) 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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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% 99.666% of the principal amount thereof thereof, plus accrued interest, if any, from September 25, August 14, 2014 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 10:30 A.M., New York City time, on September 25, August 14, 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 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". 2 (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.
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Purchase of the Securities by the Underwriters. (a) The
Company agrees Companies agree to issue and sell the
Securities 2025 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 2025 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price eq
...ual to 99.238% 101.398% of the principal amount thereof plus accrued interest, if any, from May 21, 2018 to the Closing Date. (b) The Companies agree to issue and sell the 2029 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 Companies the respective principal amount of 2029 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.235% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 26, 2018 to the Closing Date (as defined below). Date. -3- (c) 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. (b) (d) 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. (e) 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) (f) 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, 26, 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 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." (g) 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) (h) 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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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% 98.177% of the principal amount thereof plus accrued interest, if any, from September June 25, 2014 2020 to the Closing Date (as defined below). Date. -2- (b) [Reserved]. (c) 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. (b) (d) 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. (e) 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) (f) 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 June 25, 2014, 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 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." (g) 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) (h) 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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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% 98.726% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 December 13, 2021 to the Closing Date (as defined below). Date. -2- (b) 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. (b) (c) 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. (d) 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) (e) 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, December 13, 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 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) (f) 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) (g) 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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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
purchase price
of $58,324,166.67 (the "Purchase Price"),... which is equal to 99.238% 97.25% of the principal amount thereof plus of the Securities, less the interest that would have accrued interest, if any, on the Securities from September 25, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of February 15, 2015, payable on the Securities except upon payment for all the Securities to be purchased as provided herein. Closing Date. (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 Representative is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Pricing Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. -2- (c) Payment for and delivery of the Securities 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, February 13, 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 Representative 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 The Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the Purchase Price. The certificates for the Securities shall be made by wire transfer in immediately available funds such denominations and registered in the name of Cede & Co., as nominee of the Depositary, pursuant 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 DTC Agreement, and shall be made available for inspection by on the Representatives not later than 1:00 P.M., Business Day preceding the Closing Date at a location in New York City time, on City, as the business day prior Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the Closing Date. obligations of the Underwriters. (e) The Company and the Guarantors acknowledge and agree that the Underwriters (including Raymond James in its capacity as the QIU) 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 Representative nor any other Underwriter (including Raymond James in its capacity as the QIU) 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 (including Raymond James in its capacity as the QIU) shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters (including Raymond James in its capacity as the QIU) of the Company, the Guarantors, 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 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
2 name in Schedule 1 hereto at a price equal to
99.238% 99.00% of the principal amount
...thereof plus accrued interest, if any, from September 25, May 20, 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 and the Subsidiary Guarantors 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 Representative 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 the Subsidiary Guarantors acknowledge and 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) Payment for and delivery of the Securities will be made at the offices of Davis Polk Vinson & Wardwell LLP Elkins L.L.P., 1001 Fannin St., Houston, Texas 77002, at 10:00 A.M., New York City time, on September 25, June 4, 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 Representative 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 Representative 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, Representative on the business day prior to the Closing Date. (e) The Company and the Subsidiary 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 Subsidiary Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor advisors or a fiduciary fiduciaries to, or an agent agents of, the Company, the Guarantors any Subsidiary Guarantor or any other person. Additionally, neither the Representatives Representative nor any other Underwriter is advising the Company, the Guarantors any Subsidiary Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the Guarantors, Subsidiary Guarantors and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the Company Company, the Subsidiary Guarantors or the Guarantors. any other person.
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