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 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 amounts of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 98.489% of the principal
...amount thereof for the Securities, plus accrued interest, if any, from September 25, 2014 March 7, 2018 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. 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. (c) Payment for and delivery of the Securities will shall be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, March 7, 2018 (the "Closing Date"), 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". 3 (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 (each a "Global Note"), Security"), 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 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 amounts of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 98.429% of the principal
...amount thereof for the Securities, plus accrued interest, if any, from September 25, 2014 May 11, 2016 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of 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. 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. (c) Payment for and delivery of the Securities will shall be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 11, 2016 (the "Closing Date"), 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 3 notes representing the Securities (collectively, the (each a "Global Note"), Security"), 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 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
2 Company the respective
principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price
(the "Purchase Price") equal to
99.238% of the p...rincipal amount thereof plus accrued interest, if any, from September 25, 2014 (i) $24.6250 per Security with respect to the Closing Date (as defined below). Securities sold to institutional investors and (ii) $24.2125 per Security with respect to Securities sold to retail investors. 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. Pricing Disclosure Package. 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) (b) Payment for and delivery of the Securities will shall be made at by wire transfer in immediately available funds to the offices of Davis Polk & Wardwell LLP account specified by the Company to the Representatives at 10:00 A.M., A.M. New York City time, time on September 25, 2014, December 9, 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 for the Securities is referred to herein as the "Closing Date". (d) Date." A "business day" means a day other than Saturday or Sunday or other day on which the banking institutions in The City of New York are authorized or required by law or executive order to remain closed. The Securities to be purchased by each Underwriter hereunder will be represented by one or more global depositary receipts representing the Securities in book-entry form, which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. Payment for the Securities to be purchased on the Closing Date 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, DTC, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, to be purchased on such date as specified by the "Global Note"), Representatives, with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will Securities shall be made available for inspection by registered in such names and such denominations as the Representatives shall request in writing not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The documents to be delivered at each Closing Date by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross receipt for the Securities, will be delivered at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 (the "Closing Location"). (c) The Company acknowledges and the Guarantors acknowledge and agree agrees 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 Company or any other person. Additionally, neither the Representatives 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 3 and appraisal of the transactions contemplated hereby, and the Representatives and the other Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. to such matters. 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. 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 amounts of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to
99.238% 98.691% of the principal
...amount thereof for the Securities, plus accrued interest, if any, from September 25, 2014 May 22, 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of 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. 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. (c) Payment for and delivery of the Securities will shall be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, May 22, 2017 (the "Closing Date"), 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". 3 (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 (each a "Global Note"), Security"), 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 Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to
issue and sell
the Securities to
the several Underwriters as provided in this Agreement, each Underwriter, and each
Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from the
Company Company, the
respective agg...regate principal amount of the Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a purchase price equal to 99.238% of 99.560% of the aggregate principal amount thereof thereof, plus any 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. and unpaid interest thereon. (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. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell Squire Patton Boggs (US) LLP at 10:00 A.M., New York City time, on September August 25, 2014, 2022, 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". 2 (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, Securities in the form of one or more permanent global notes representing the Securities (collectively, the "Global Note"), securities in definitive form deposited with any transfer taxes payable in connection with the sale or on behalf of the Securities duly paid by Trustee as custodian for The Depository Trust Company ("DTC") for credit to the Company. The Global Note respective accounts of the Underwriters and registered in the name of Cede & Co., as nominee for DTC. Interests in the permanent global securities will be made available for inspection by held only in book-entry form through DTC, except in the Representatives not later than 1:00 P.M., New York City time, on limited circumstances described in the business day prior to the Closing Date. Prospectus. (e) The Company acknowledges and the Guarantors acknowledge and agree agrees 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 Company or any other person. person, and that the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company. Additionally, neither the Representatives nor any other Underwriter is Underwriters are 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 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. Company.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, 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% the sum of (A) with respect to th...e Six-year Notes (i) 98.490% of the principal amount thereof plus (ii) accrued interest, if any, from September 25, November 6, 2014 to the Closing Date (as defined below). -2- below) and (B) with respect to the Ten-year Notes (i) 98.075% of the principal amount thereof plus (ii) accrued interest, if any, from November 6, 2014 to the Closing Date. 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 Skadden, Arps, Slate, Meagher & Wardwell LLP Flom, Four Times Square, New York, New York at 10:00 A.M., New York City time, on September 25, November 6, 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, Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) It is understood that the J.P. Morgan Securities LLC has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Securities. Each of Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. (f) 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 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 neither the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the -3- Company or the Guarantors with respect thereto. Any review by the Underwriters Representatives 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 Representatives 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 to issue and sell the Securities to the several Underwriters
as provided named in
this Agreement, Schedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a
purchase price equal to
99.238%...thereof of the 2015 Notes and (ii) 98.940% of the principal amount of the 2023 Notes, in each case, plus accrued interest, if any, from September 25, 2014 February 14, 2013 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 shall be made at the offices of Davis Polk & Wardwell LLP Mayer Brown LLP, Chicago, Illinois at 10:00 9:00 A.M., New York City Chicago time, on September 25, 2014, February 14, 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 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." 2 (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account 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 12:00 P.M., New York City Chicago time, on the business day prior to the Closing Date. (e) (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters
as provided named in
this Agreement, Schedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a
purchase price equal to
99.238%...thereof of the 2026 Notes and (ii) 98.128% of the principal amount of the 2046 Debentures, in each case, plus accrued interest, if any, from September 25, 2014 March 7, 2016 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 2 (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the 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 shall be made at the offices of Davis Polk & Wardwell LLP Mayer Brown LLP, Chicago, Illinois at 10:00 9:00 A.M., New York City Chicago time, on September 25, 2014, March 7, 2016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Date." (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account 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 12:00 P.M., New York City Chicago time, on the business day prior to the Closing Date. (e) (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters
as provided named in
this Agreement, Schedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a
purchase price equal to
99.238%...thereof plus of the 2021 Notes, and (ii) 99.196% of the principal amount of the 2028 Notes, plus, in each case, accrued interest, if any, from September 25, 2014 May 14, 2018 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. 2 (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the 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 shall be made at the offices of Davis Polk & Wardwell LLP Mayer Brown LLP, Chicago, Illinois at 10:00 9:00 A.M., New York City Chicago time, on September 25, 2014, May 14, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Date." (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account 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 12:00 P.M., New York City Chicago time, on the business day prior to the Closing Date. (e) (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters
as provided named in
this Agreement, Schedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at
a price purchase prices equal to
...99.238% 98.360% of the principal amount thereof of the 2029 Notes, plus accrued interest, if any, from September 25, 2014 February 26, 2019 to the Closing Date (as defined below). Date. 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 shall be made at the offices of Davis Polk & Wardwell LLP Mayer Brown LLP, Chicago, Illinois at 10:00 9:00 A.M., New York City Chicago time, on September 25, 2014, February 26, 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". (d) Date." (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company (the "Depositary"), 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 12:00 P.M., New York City Chicago time, on the business day prior to the Closing Date. (e) 2 (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company.
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