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 Schedule 1 hereto at a price equal to 99.238% 98.452% 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 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, 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, 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." 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 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 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 and 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 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 1.300% Senior Notes due 2018, 99.617% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 May 15, 2013 to the Closing Date (as defined below). below) and (ii) with respect to the 4.300% Senior Notes due 2043, 98.433% of the principal amount thereof plus accrued interest, if any, from May 15, 2013 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 2 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, May 15, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters, 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"), 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 Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the Underwriters are 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 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 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% 98.743% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 August 15, 2018 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 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. 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 10:30 A.M., New York City time, on September 25, 2014, August 15, 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 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 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 On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,
agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly,
agrees to purchase from the
Company Issuer the respective principal amoun
...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% (i) with respect to the 0.950% Senior Notes due 2016, 99.610% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 August 15, 2013 to the Closing Date (as defined below). below) and (ii) with respect to the 2.900% Senior Notes due 2020, 99.430% of the principal amount thereof plus accrued interest, if any, from October 15, 2013 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 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, October 15, 2013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters, 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"), 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 Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the Underwriters are 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 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 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% 99.55% 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 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. 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 10:30 A.M., New York City 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, 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 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, the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein,
agrees, severally agree, jointly and
not jointly, severally, 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% 98.495% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). thereof. 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 has been executed and delivered as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 2 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 be made at the offices of Davis Polk Sutherland Asbill & Wardwell LLP Brennan LLP, 999 Peachtree Street, NE, Atlanta, Georgia, 30309 at 10:00 A.M., New York City time, on September 25, June 12, 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 Representatives, acting on behalf of themselves and the other Underwriters, of one or more global bonds representing the Securities (collectively, the "Global Bond") registered in the name of the nominee of The Depository Trust Company, 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. Underwriters. The Global Note Bond will be made available for inspection by the Representatives not later than 1:00 3:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Company, on the one hand, and the Guarantors acknowledge several Underwriters, on the other, (ii) in connection therewith and agree that with the Underwriters are process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in the capacity favor of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Underwriters, or any of them, have rendered advisory services of any nature or respect, or owes a fiduciary duty to the Company, 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 transaction or the Guarantors with respect process leading 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) 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 2 hereto at a price equal to
99.238% 99.567% of the principal amo
...unt thereof of the 2021 Euro Notes, 99.222% of the principal amount of the 2024 Euro Notes and 99.193% of the principal amount of the Sterling Notes, in each case, plus accrued interest, if any, from September 25, 2014 July 10, 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) 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) 2 c. Payment for and delivery of the Securities will be made at the offices of Davis Polk Skadden, Arps, Slate, Meagher & Wardwell Flom LLP at 10:00 A.M., New York City time, time (3:00 P.M., London time), on September 25, 2014, July 10, 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 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) 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 depositary (the "Common Depositary") for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank SA/NV as operator of the Euroclear System ("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. (e) 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 Issuer 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 Issuer the respective principal amount of
Securities the 2019 Notes set forth opposite such Underwriter's name in Schedule 1 hereto at a
price price, payable in eur...o, equal to 99.238% 99.318% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 17, 2015 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 understands Issuer and the 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 is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges Issuer and agrees the 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. 3 (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Cravath, Swaine & Wardwell LLP Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M., New York City a.m., London time, on September 25, 2014, 17, 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 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 in euro by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the -3- Representatives against delivery to through the facilities of a common depositary or its nominee (the "Common Depositary") on behalf of The Depository Trust Company, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), unless the Representatives shall otherwise instruct, 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. Issuer. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., p.m., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer and the Guarantors acknowledge and agree that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length arm's-length contractual counterparty to the Company Issuer 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, Issuer, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, Issuer, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Issuer 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 neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Company Issuer or the Guarantors with respect thereto. Any review by the Underwriters Representatives, any Underwriter of the Company, Issuer, or the Guarantors, Guarantors of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representatives or such Underwriter and shall not be on behalf of the Company Issuer or the Guarantors. Guarantors or 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 Floating Rate Senior Notes due 2017, 99.800% of the principal amount thereof plus accrued interest, if any, from September 25, January 10, 2014 to the Closing Date (as defined below). below) and (ii) with respect to the 2.000% Senior Notes due 2018, 99.906% of the principal amount thereof plus accrued interest, if any, from August 15, 2013 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 2 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, January 10, 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, 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"), 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 Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the Underwriters are 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 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% 99.308% of the principal amount
t...hereof of the 2022 Euro Notes, 99.431% of the principal amount of the 2025 Euro Notes, 98.827% of the principal amount of the 2028 Euro Notes and 98.840% of the principal amount of the 2029 Sterling Notes, in each case, plus accrued interest, if any, from September 25, 2014 December 3, 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. 3 (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 London time, on September 25, 2014, December 3, 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 2029 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 SA/NV ("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. (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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