Applicable Law; Additional Terms. This Agreement will be governed by and construed in accordance with the laws of the State of New York. The additional terms, representations, warranties, covenants and agreements, if any, set forth under “Other Terms” in Schedule I hereto are incorporated into this Agreement by reference. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, XXXXXX BROTHERS HOLDINGS INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX BROTHERS INC. Name: Title: Acting on behalf of any other Representative named in Schedule I annexed hereto and the several Underwriters named in Schedule II annexed hereto. Registration Statement No.: 333- Representative and Address: Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Fixed Income Syndicate With a copy to: Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: General Counsel Title of Securities: Principal Amount or Number of Firm Securities to be issued: $ Maximum Principal Amount or Number of Option Securities to be issued: $ Stated Maturity Date: Valuation Date: Payments: Indenture: Trustee: Calculation Agent: Form of Securities: Repurchase provisions: Redemption provisions: Listing: Price to public: Purchase price: Currency of purchase: Form of Payment: First Delivery Date, Time and Location: Date: Time: Location: Delayed Delivery Arrangements: Other Terms: Xxxxxx Brothers Inc $ [Any other Underwriter] $ [ ] Total $ Dear Sirs: The undersigned hereby agrees to purchase from Xxxxxx Brothers Holdings Inc. (the “Company”), and the Company agrees to sell to the undersigned, [$] [principal amount] [number] of the Company’s [Title of Securities] (hereinafter called the “Securities”), offered by the Company’s Prospectus dated , 20 , and related Prospectus Supplement dated , 20 , receipt of a copy of which is hereby acknowledged, at a purchase price of [ % of the principal amount thereof, plus accrued interest from the date from which interest accrues as set forth below] [ per Warrant, Purchase Contract or Unit], and on the further terms and conditions set forth in this contract. [The undersigned will purchase the Securities from the Company on , 20 , (the “Delivery Date”) [and interest on the Sec...
Applicable Law; Additional Terms. Customer’s physical address in the applicable Order will determine (i) the law that will apply in any dispute or lawsuit arising out of or in connection with these Terms, and (ii) the courts that have exclusive jurisdiction over any such dispute or lawsuit, as set out in the table in Appendix 1 without regard to the conflicts of law principles. Where applicable, each party waives any right to jury trial in connection with any dispute arising out of or related to these Terms. Notwithstanding the exclusive jurisdiction set forth in Appendix 1, each party shall have the right to institute an action in any court of proper jurisdiction for injunctive relief. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed in their entirety.
