Common use of Purchase of the Securities by the Underwriters Clause in Contracts

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Synovus Financial Corp)

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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 I hereto at a purchase price of 99.25equal to 99.244% of the principal amount thereofof 2022 Notes and 98.962% of the principal amount of 2042 Notes, in each case plus any accrued and unpaid interest thereon interest, if any, from March 19, 2012 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7March 19, 20192012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Medtronic Inc)

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 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 aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. ) set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Prospectus, as in the judgment of the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentative, at the offices of Xxxxxxxx Xxxxxxx Ropes & Gxxx LLP, 000 Xxxxxxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx XX 00000, at 10:00 A.M., Eastern New York City time, on February 7August 17, 20192021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the principal amount of Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office . (d) Each of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company the Adviser acknowledges and agrees that (i1) the purchase Underwriters are acting solely as principal and sale in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between contractual counterparty to the Company, on the one hand, Company and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Adviser 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 the process leading thereto (irrespective of whether such Underwriter has advised a fiduciary to, or is currently advising an agent of, the Company on or any other mattersperson, (2) and the Underwriters have no Underwriter has any obligation to the Company or the Adviser with respect to the offering transactions contemplated hereby by this Agreement except the obligations expressly set forth in this AgreementAgreement and (3) it is capable of evaluating and understanding, (iv) and understands and accepts, the Underwriters terms, risks and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those conditions of the Companytransactions contemplated hereby. Additionally, and (v) neither the Underwriters have not provided Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of The Company acknowledges and agrees that it is aware that the Underwriters and shall not be on behalf their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the CompanyCompany and the Adviser and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwise.

Appears in 1 contract

Samples: Underwriting Agreement (Owl Rock Capital Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.5% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from August 25, 2020 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, New York at 10:00 A.M.a.m., Eastern New York City time, on February 7August 25, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Covanta Holding Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.714% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from June 12, 2008 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7June 17, 20192008, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential Financial Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.297% of the principal amount thereofof the Securities plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 6, 2010 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Issuers will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands Issuers understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M., Eastern New York City time, on February 7May 6, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers 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 process leading thereto (irrespective of whether such Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers, 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 CompanyIssuers.

Appears in 1 contract

Samples: Underwriting Agreement (Lennox International Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.000% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from December 1, 2010 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, New York at 10:00 A.M., Eastern New York City time, on February 7December 1, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Covanta Holding Corp)

Purchase of the Securities by the Underwriters. (a) The Company State Treasury 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 State Treasury the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule 1 II hereto at a the purchase price of 99.25% of set forth in Schedule I hereto plus accrued interest, if any, from the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant date specified in Schedule I hereto to the provisions date of Section 10 hereof. payment and delivery. (b) The Company State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The Company State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective 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. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company State Treasury to the Representative in Representatives at [●] A.M., New York City time on the case of the SecuritiesClosing Date (as defined below), at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 2019, place set forth in Schedule I hereto (or at such other time or and place on the same or such other date, not later than the fifth business day [●] Business Day (as defined below) thereafter, as the Representative Representatives and the Company State Treasury may agree upon in writing). The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.”. As used herein, the term “Business DayPayment for the Securities means any day other than a day on which banks are permitted or required to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date closed in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyNew York City.

Appears in 1 contract

Samples: Underwriting Agreement (Poland Republic Of)

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Guarantors agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Guarantors the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to [·]% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon (the “Purchase Price”)if any, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant from [·] to the provisions of Section 10 hereofClosing Date (as defined below). The Company understands and the Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges 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. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPCravath, 000 Xxxxxxxxx Xxxxxx, Swaine & Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 [10:00] A.M., Eastern New York City time, on February 7, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than [1:00 p.m.P.M.], Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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 process leading thereto (irrespective of whether such Company, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter has advised or is currently are advising the Company on or the Guarantors or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its 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 CompanyCompany or 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 CompanyCompany or the Guarantors.

Appears in 1 contract

Samples: Underwriting Agreement (Auburn Hills Manufacturing, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.375% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from July 31, 2015 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusPricing 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) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case Representatives and delivery of the Securities, Securities shall be at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, O’Melveny & Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7July 31, 20192015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date Date, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Janus Capital Group Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.437% of the principal amount of the 2026 Notes thereof and 98.823% of the principal amount of the 2030 Notes thereof, in each case, plus any accrued and unpaid interest thereon from March 24, 2021 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to if the provisions of Section 10 hereof. Closing Date occurs after that date. (b) The Company understands Issuers understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers and agrees MPT acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company Issuers to the Representative in the case of the Securities, Representatives at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M.a.m., Eastern New York City time (3:00 p.m., London time), on February 7March 24, 20192021, or at such other unless another time or place on shall be agreed to by the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon Issuers in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative a common depository for Euroclear Bank, S.A./N.V. (“Euroclear”) and Clearstream Banking, SA (“Clearstream”), for the respective accounts account of the several Underwriters Underwriters, of global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuers. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time (6:00 p.m., London time), on the business day prior to the Closing Date. Securities issued . (d) The Issuers and MPT acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between contractual counterparty to the Company, on the one hand, Issuers and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company MPT with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the process leading thereto (irrespective of whether such Issuers, MPT or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers, MPT or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers and MPT shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers or MPT with respect thereto. Any review by the Underwriters of the CompanyIssuers, MPT 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 CompanyIssuers, MPT or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.341% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from August 21, 2024 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at through the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7August 21, 2019, 2024 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Idex Corp /De/)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.0% of the principal amount thereofthereof plus accrued interest, plus any accrued if any, from May 23, 2011 to the Closing Date (as defined below). Xxxxxx Xxxx Incorporated, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“FINRA”) has participated in the preparation of the Preliminary Prospectus Supplement and unpaid interest thereon (has exercised the “Purchase Price”), plus any additional number usual standards of Securities which such Underwriter may become due diligence with respect thereto. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Xxxxxx & Xxxxxx LLP, 000 Xxxxxxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 0000Houston, Xxxxxxx, Xxxxxxx 00000, Texas 77002 at 10:00 A.M., Eastern New York City time, on February 7May 23, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representative against delivery to the Representative Trustee, as custodian for The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its 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 CompanyCompany or the Guarantors.

Appears in 1 contract

Samples: Underwriting Agreement (Concho Resources Inc)

Purchase of the Securities by the Underwriters. (a) The Company State Treasury 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 State Treasury the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule 1 II hereto at a the purchase price of 99.25% of set forth in Schedule I hereto plus accrued interest, if any, from the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant date specified in Schedule I hereto to the provisions date of Section 10 hereof. payment and delivery. (b) The Company State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The Company State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective 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. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Xxx 0000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company State Treasury to the Representative in Representatives at [·], New York City time on the case of the SecuritiesClosing Date (as defined below), at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 2019, place set forth in Schedule I hereto (or at such other time or and place on the same or such other date, not later than the fifth business day Business Day (as defined below) thereafter, as the Representative Representatives and the Company State Treasury may agree upon in writing). The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.”. As used herein, the term “Business DayPayment for the Securities means any day other than a day on which banks are permitted or required to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date closed in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyNew York City.

Appears in 1 contract

Samples: Underwriting Agreement (Poland Republic Of)

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 aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. ) set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Prospectus, as in the judgment of the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentative, at the offices of Xxxxxxxx Xxxxxxx Ropes & Xxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx XX 00000, at 10:00 A.M., Eastern New York City time, on February 73, 20192021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the principal amount of Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.935% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from April 12, 2013 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7April 12, 20192013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Subsidiary Guarantors acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Subsidiary Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Subsidiary Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Subsidiary Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its 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 or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, the Subsidiary 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 CompanyCompany or the Subsidiary Guarantors or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Reliance Steel & Aluminum Co)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.955% of the principal amount thereofof the Securities plus accrued interest, plus any accrued and unpaid interest thereon (if any, from March 4, 2022 to the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Closing Date. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7March 4, 20192022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee . (e) Each of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company the Subsidiary Guarantor acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Company and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Subsidiary 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 process leading thereto (irrespective of whether such Company, the Subsidiary Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on or the Subsidiary Guarantor or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Subsidiary Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making its 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 Subsidiary Guarantor with respect thereto. Any review by the Underwriters of the CompanyCompany or the Subsidiary 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 CompanyCompany or the Subsidiary Guarantor.

Appears in 1 contract

Samples: Underwriting Agreement (Advance Auto Parts Inc)

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, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.634% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)interest, plus any additional number of Securities which such Underwriter may become if any, from September 27, 2006. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPXxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7September 27, 20192006 (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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Nelnet Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to % of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from , 2010 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPXxxxxx & Xxxxxx L.L.P., 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx at 10:00 A.M., Eastern New York City time, on February 7, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representative against delivery to 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 DTCGlobal Note) unless the Representative shall otherwise instruct). The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Teekay Corp)

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 aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. ) set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Prospectus, as in the judgment of the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentative, at the offices of Xxxxxxxx Xxxxxxx Ropes & Xxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx XX 00000, at 10:00 A.M., Eastern New York City time, on February 75, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the principal amount of Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (TPG Specialty Lending, Inc.)

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 AgreementSchedule 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 of 99.25equal to 99.597% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, plus accrued interest, if any, from May 17, 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 net purchase price for all the Securities to be purchased as provided herein will be paid by, or on or behalf of, the Representatives to the Common Depository at the offices of Xxxxxxxx Xxxxxxx LLP10.00 A.M. (London time) on May 17, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 2019, 2017 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representative Company and the Company Representatives may agree upon in writing. The time and date of such payment for the Securities is referred to herein as (the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date ”), with any transfer taxes payable in connection with the sale of such the Securities to be duly paid by the Company. Delivery , against delivery of a global certificate (the “Registered Global Certificate”), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the “Common Depositary”) for Euroclear Bank SA/NV (“Euroclear”) and for Clearstream Banking S.A. (“Clearstream”) and the registration of the holdings of the Securities shall be made through represented by the facilities of The Depository Trust Company (“DTC”) unless Registered Global Certificate in the Representative shall otherwise instructregister maintained by the registrar for the Securities. The certificates for the Securities Registered Global Certificate will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.12:00 P.M., Eastern New York time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee Against delivery of DTC pursuant the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the blanket issuer letter of representations (Common Depositary to arrange for the “DTC Agreement”), between payment to the Company and DTC. on the Closing Date of the net purchase price for the Securities as aforesaid. (c) The Company acknowledges and agrees that (i) the purchase and sale of Underwriters named in the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriting Agreement are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the any offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kellogg Co)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.375% of the principal amount thereofthereof plus accrued interest from March 24, plus any accrued and unpaid interest thereon 2017 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to if the provisions of Section 10 hereofClosing Date occurs after that date. The Company understands underwriting discount shall be 0.625% of the principal amount of Securities. (b) The Issuers understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers and agrees MPT acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company Issuers to the Representative in the case of the Securities, Representatives at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M.a.m., Eastern New York City time, on February 7March 24, 2019, or at such other 2017 unless another time or place on shall be agreed to by the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon Issuers in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative a common depository for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuers. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers and MPT acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company Issuers and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company MPT with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the process leading thereto (irrespective of whether such Issuers, MPT or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers, MPT or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers and MPT shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers or MPT with respect thereto. Any review by the Underwriters of the CompanyIssuers, MPT, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriters, and shall not be on behalf of the CompanyIssuers, MPT or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 100.25% of the principal amount thereofthereof plus accrued interest from August 15, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant 2013 to the provisions of Section 10 hereofClosing Date (as defined below). The Company understands underwriting discount shall be 1.75% of the principal amount of Securities. (b) The Issuers 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers and agrees each of 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. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company Issuers to the Representative in the case of the Securities, will be made at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M.a.m., Eastern New York City time, on February 7August 20, 2019, or at such other 2013 unless another time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed to by the Representative and the Company may agree upon Issuers in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company for the respective accounts account of the several Underwriters of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuers. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company Issuers and DTC. The Company acknowledges and agrees that (i) the purchase and sale each of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the process leading thereto (irrespective of whether such Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter has advised or is currently advising the Company on Issuers, the Guarantors or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers and each of the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyIssuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriters, and shall not be on behalf of the CompanyIssuers, the Guarantors or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 97.000% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Purchase Price”) plus accrued interest, if any, from December 15, 2010 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. If any additional number Option Securities are to be purchased, the amount of Option Securities to be purchased by each Underwriter shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 8 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representative in its sole discretion shall make. The Underwriters may become obligated exercise the option to purchase pursuant the Option Securities at any time in whole, or from time to time in part, on or before the 30th day following the date of the Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 8 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Underwritten Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7December 15, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writingwriting or, in the case of the Option Securities, on the date and at the time and place specified by the Representative in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date,” and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date.” Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as of one or more global notes representing the Representative shall request in writing not later than two full business days prior to Securities (collectively, the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian X.X. Xxxxxx Securities LLC set forth above not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date or the Additional Closing Date. Securities issued in book entry form shall be issued to Cede & Co. , as nominee of DTC pursuant to the blanket issuer letter of representations case may be. (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (HeartWare International, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 97.5% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Purchase Price”) plus accrued interest, if any, from August 3, 2011 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. If any Option Securities are to be purchased, the amount of Option Securities to be purchased by each Underwriter shall be the amount of Option Securities which bears the same ratio to the aggregate amount of Option Securities being purchased as the amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 10 hereof) bears to the aggregate amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, by written notice from the Representatives to the Company; provided that any such notice shall specify an Additional Closing Date (as hereafter defined) to occur on a date no later than the last day in the 13-day period commencing on and including the Closing Date (as hereinafter defined), plus following which date the option shall expire. Such notice shall set forth the aggregate amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or, with respect to any additional number Option Securities to be delivered after the Closing Date, no earlier than one (1) business day after the date of Securities which such Underwriter may become obligated to purchase pursuant to notice and in any event no later than the last day in the 13-day period commencing on and including the Closing Date unless the Representatives and the Company otherwise agree in writing (unless such time and date are postponed in accordance with the provisions of Section 10 hereof. , provided that with respect to the Additional Closing Date, in no event shall the Additional Closing Date be postponed to a date later than the last day in the 13-day period commencing on and including the Closing Date). (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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. ; provided that such offers and sales shall be made in accordance with the provisions of this Agreement. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Underwritten Securities, at the offices of Xxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx 0000Xxxx, Xxxxxxx, Xxxxxxx Xxxxxxxxxx 00000, at approximately 10:00 A.M.A.M. New York City time on August 3, Eastern time, on February 7, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writingwriting or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date.and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as of one or more global notes representing the Representative shall request in writing not later than two full business days prior to Securities (collectively, the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian X.X. Xxxxxx Securities LLC set forth above not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date or the Additional Closing Date. Securities issued in book entry form shall be issued to Cede & Co. , as nominee of DTC pursuant to the blanket issuer letter of representations case may be. (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Chart Industries Inc)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representationsrepresentations and warranties contained in, warranties and agreements set forth herein and subject to the terms and conditions set forth hereinof, this Agreement, (i) the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective principal amount purchase price of Securities $19.0588 per Firm Share, the number of Firm Shares set forth opposite such Underwriter’s name in Schedule 1 I hereto and (ii) if and to the extent that the Representative exercises the election to purchase Optional Shares as provided in Section 2(b) hereof, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the same purchase price, that portion of the number of the Optional Shares as to which such election shall have been exercised (to be adjusted by the Representative, if necessary, so as to eliminate fractions of shares of Common Stock) determined by multiplying the number of such Optional Shares by a fraction, the numerator of which is the maximum number of Firm Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Firm Shares that all of the Underwriters are entitled to purchase hereunder. (b) The Company hereby grants to the Underwriters an option to purchase at the election of the Representative up to 7,597,500 Optional Shares, at the purchase price of 99.25% $19.0588 per Optional Share. Any such election to purchase Optional Shares may be exercised in whole or in part from time to time by written notice from the Representative to the Company, with a copy to Debevoise & Xxxxxxxx LLP, given within a period of 30 days after the principal amount thereofdate of this Agreement, plus any accrued and unpaid interest thereon (only for the “Purchase Price”)purpose of covering overallotments, plus any additional setting forth the aggregate number of Securities Optional Shares to be purchased and the date on which such Underwriter may become obligated Optional Shares are to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and be delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified as determined by the Company to the Representative Representative, which shall in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 2019, or at such other time or place on the same or such other date, not later no event be earlier than the fifth business day thereafterFirst Time of Delivery (as defined in Section 4 hereof) or, as unless the Representative and the Company may otherwise agree upon in writing. The time and , earlier than three or later than ten business days after the date of such payment for the Securities is referred to herein as the “Closing Datenotice.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Principal Financial Group Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 97.699% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from June 2, 2004 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7June 2, 20192004, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Navistar International Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.250% of the principal amount thereofthereof (plus accrued interest from September 26, plus any accrued and unpaid interest thereon 2013 to the Closing Date, if the Closing Date occurs after that date). The underwriting discount shall be 1.750% of the principal amount of Securities (the “Purchase PriceUnderwriters’ Discount”), plus any additional number it being agreed that (x) 50% of Securities which such Underwriter may become obligated to purchase pursuant the Underwriters’ Discount shall be payable to the provisions Underwriters in connection with the sale of Section 10 hereof. the Securities on the Closing Date and (y) the remaining 50% of the Underwriters’ Discount shall be placed in the Escrow Account on the Closing Date and if and only if the Release Date occurs, Company agrees to direct the Escrow Agent to pay the remaining 50% of the Underwriters’ Discount by wire transfer in immediately available funds from the Escrow Account to the account specified by the Underwriters on the Release Date. (b) The Company understands Issuers 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers and agrees each of 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. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company Issuers to the Representative in the case of the Securities, will be made at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M.a.m., Eastern New York City time, on February 7October 10, 2019, or at such other 2013 unless another time or place on the same or such other date, not later than the fifth business day thereafter, as shall be agreed to by the Representative and the Company may agree upon Issuers in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative a common depository for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuers. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company Issuers and DTC. The Company acknowledges and agrees that (i) the purchase and sale each of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the process leading thereto (irrespective of whether such Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter has advised or is currently advising the Company on Issuers, the Guarantors or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers and each of the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers or the Guarantors with respect thereto. Any review by the Underwriters of the CompanyIssuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriters, and shall not be on behalf of the CompanyIssuers, the Guarantors or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (MPT Operating Partnership, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.927% of the principal amount thereofthereof in the case of the 2024 Notes and 98.380% of the principal amount thereof in the case of the 2044 Notes, in each case plus any accrued and unpaid interest thereon interest, if any, from December 2, 2014 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx X.X. 00000, at 10:00 A.M., Eastern New York City time, on February 7December 2, 20192014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Raytheon Co/)

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 's name in Schedule 1 hereto at a purchase price of 99.25equal to 99.171% of the principal amount thereofthereof in the case of the 2012 Notes and 98.950% of the principal amount thereof in the case of the 2018 Notes, in each case plus any accrued and unpaid interest thereon interest, if any, from June 25, 2007 to the Closing Date (the “Purchase Price”as defined in Section 2(c) hereof), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Simpson Thacher & Bartlett LLP, 000 Xxxxxxxxx XxxxxxNew Xxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern ax 0:00 X.M. (New York City time), on February 7June 25, 20192007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the "Closing Date". (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date "Global Notes"), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern P.M. (New York City time, ) on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation arm's length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any of its affiliates. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any of its affiliates as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction in connection with respect to the offering transactions contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Pactiv Corp)

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 's name in Schedule 1 hereto at a purchase price of 99.25equal to 98.750% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from April 30, 2014 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7April 30, 20192014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its 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 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 CompanyCompany or the Guarantors.

Appears in 1 contract

Samples: Underwriting Agreement (Denbury Resources Inc)

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 Underwriterthe Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesagree, severally jointly and not jointlyseverally, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.925% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivereddelivered as in the judgment of the Representative is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000XX, Xxxxxxx, Xxxxxxx 00000Xxxxxxx, 00000 at 10:00 A.M., Eastern New York City time, on February 7August 19, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representative against delivery to the Representative, acting on behalf of itself and the other Underwriters, of one or more global bonds representing the Securities (collectively, the “Global Bond”) registered initially in the name of the Representative. The Representative, acting on behalf of itself and the other Underwriters, shall, upon delivery of the Global Bond to it and as registered holder thereof, provide its consent (in form and substance satisfactory to the Company, the Trustee and counsel to the Company) to the amendments to the Indenture described in the Prospectus under the caption “SUMMARY OF THE INDENTURE — Proposed Amendments to the Indenture,” immediately after which the Representative, acting on behalf of itself and the other Underwriters, shall cause the Global Bond to be registered in the name of the nominee of The Depository Trust Company (“DTC”) unless for the Representative shall otherwise instructaccount of the Underwriters. The certificates for the Securities Global Bond will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreementterms of the offering) and not as a financial advisor or a fiduciary to, (iv) or an agent of, the Company or any other person. The Underwriters have financial and their respective Affiliates may be engaged in a broad range of transactions that involve other interests that differ from those of the Company. Additionally, and (v) neither the Underwriters have not provided Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Oglethorpe Power Corp)

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.753% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Operating Partnership will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx XxxxxxXxxxxxx Xxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M.a.m., Eastern New York City time, on February 7May 14, 20192018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Operating Partnership to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more Securities in global form (collectively, the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructOperating Partnership. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company Operating Partnership acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of an arm’s length contractual counterparty to the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Operating Partnership 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 process leading thereto (irrespective of whether such Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Operating Partnership or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction. The Operating Partnership shall consult with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making 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 Company Operating Partnership with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyOperating Partnership, 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 CompanyOperating Partnership or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Mid-America Apartments, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.397% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Operating Partnership will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Operating Partnership and the provisions of Section 10 hereof. The Company understands understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company acknowledges Operating Partnership and agrees the Company, jointly and severally, acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, Xxxxxxxxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7October 16, 20192013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Operating Partnership to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more Securities in global form (collectively, the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructOperating Partnership. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company e) The Operating Partnership and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one handjointly and severally, acknowledge and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, agree that each Underwriter is and has been acting solely as a principal in the capacity of an arm’s length contractual counterparty to the Operating Partnership and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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 process leading thereto (irrespective Operating Partnership, the Company or any other person. Additionally, neither of whether such the Representatives nor any other Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to Operating Partnership, the Company with respect or any other person as to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby matters in any jurisdiction. The Operating Partnership and the Company has consulted its shall consult with their own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither of the Underwriters Representatives nor any other Underwriter shall have no any responsibility or liability to the Operating Partnership or the Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Operating Partnership, the Company, 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 CompanyOperating Partnership or the Company or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Mid-America Apartments, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company Operating Partnership agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Operating Partnership the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.871% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Operating Partnership will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company Operating Partnership understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime of Sale Information. The Company Operating Partnership acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx XxxxxxXxxxxxx Xxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M.a.m., Eastern New York City time, on February 7May 22, 20192024, or at such other time or place on the same or such other date, not later than the fifth ninth business day thereafter, as the Representative Representatives and the Company Operating Partnership may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Operating Partnership to the Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more Securities in global form (collectively, the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructOperating Partnership. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company Operating Partnership acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of an arm’s length contractual counterparty to the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Operating Partnership 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 process leading thereto (irrespective of whether such Operating Partnership or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Operating Partnership or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction. The Operating Partnership shall consult with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making 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 Company Operating Partnership with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the CompanyOperating Partnership, 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 CompanyOperating Partnership or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Mid-America Apartments, L.P.)

Purchase of the Securities by the Underwriters. (a) The Company Company, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) 99.327% of the principal amount thereofof the 2021 Notes and (ii) 98.476% of the principal amount of the 2028 Notes, in each case plus any accrued and unpaid interest thereon interest, if any, from November 6, 2018 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 8:30 A.M., Eastern New York City time, on February 7November 6, 20192018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Eastman Chemical Co)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 97.415% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from October 13, 2010 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7October 18, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and each of the Guarantors shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company and each of the Guarantors with respect thereto. Any review by the Underwriters of the CompanyCompany and 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 CompanyCompany and the Guarantors.

Appears in 1 contract

Samples: Underwriting Agreement (Manitowoc Co Inc)

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 number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25equal to 98.621% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)interest, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant if any, from June 4, 2018 to the provisions of Section 10 hereof. Closing Date. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Preliminary Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, Representatives at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, XX 00000 at 10:00 9:30 A.M., Eastern New York City time, on February June 7, 20192018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company . (“DTC”d) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kennametal Inc)

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 each Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.245% of the principal amount thereofof the Securities plus accrued interest, plus if any accrued and unpaid interest thereon (the “Purchase Price”)from September 21, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant 2017 to the provisions of Section 10 hereofClosing 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) Each Issuer understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company Each Issuer 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the New York offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7September 21, 20192017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative in book-entry form through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities to the Underwriters duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuer. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. The Company e) Each Issuer acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of an arm’s length contractual counterparty to the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering and the Guarantee) and not as a financial advisor or a fiduciary to, or an agent of, an Issuer or any other person. Additionally, neither the process leading thereto (irrespective of whether such Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction. Each Issuer shall consult with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers and their subsidiaries, 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 CompanyIssuers.

Appears in 1 contract

Samples: Underwriting Agreement (Discovery Communications, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.250% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from February 17, 2011 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 717, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its 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 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 CompanyCompany or the Guarantors. (f) The Company hereby confirms its engagement of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated as, and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”) with respect to the offering and sale of the Securities. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in its capacity as qualified independent underwriter and not otherwise, is referred to herein as the “QIU”.

Appears in 1 contract

Samples: Underwriting Agreement (Denbury Resources Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.978% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after 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 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 9:00 A.M., Eastern central time, on February 7December 1, 20192006, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (WPS Resources Corp)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth hereinherein (i) the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, (ii) the Guarantor agrees to issue and deliver the Guaranty, and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Guarantor the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.458% of the principal amount thereofthereof for the Securities plus accrued interest, plus any accrued and unpaid interest thereon (the “Purchase Price”)if any, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant from March 18, 2020 to the provisions of Section 10 hereof. Closing Date (as defined below). (b) The Company understands and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate (as hereinafter defined) of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentatives, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7March 18, 20192020, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representative 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.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates Global Notes for the Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian Xxxxxxx Xxxxxxx & Xxxxxxxx LLP set forth above not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (d) The Company and the Guarantor acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantor with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantor or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantor shall consult with their own respective advisors concerning such matters and shall be responsible for making 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 Guarantor with respect thereto. Any review by the Underwriters of the Company, Company and the 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, the Guarantor or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (NEWMONT Corp /DE/)

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 aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. ) set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Prospectus, as in the judgment of the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentative, at the offices of Freshfields Bruckhaus Xxxxxxxx Xxxxxxx US LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 000000xx Xxxxx, XxxxxxxXxx Xxxx, Xxxxxxx XX 00000, at 10:00 A.M., Eastern New York City time, on February 7January 22, 20192018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the principal amount of Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (TPG Specialty Lending, Inc.)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities (a) Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at a price of $_____ per Share (giving effect to a 5% discount, of which $35,000 has been previously paid (the Company “Advance”)), the respective principal amount number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereofI hereto, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated subject to purchase pursuant to the provisions of adjustment in accordance with Section 10 9 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially agree to offer the Firm Securities on to the terms public as set forth in the Prospectus. . (b) The Company acknowledges hereby grants to the Representative and agrees that its designees an option to purchase from the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of forty-five (45) days from the date hereof at the purchase price per Share set forth above. Optional Securities shall be made by wire transfer in immediately available funds to purchased from the account specified by the Company to the Representative in the case of the SecuritiesCompany, at the offices of Xxxxxxxx Xxxxxxx LLPseverally and not jointly, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Securities to respective purchase obligations of each Underwriter shall be purchased on such date in such names and in such denominations as adjusted by the Representative so that no Underwriter shall request in writing not later than two full business days prior be obligated to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Companypurchase fractional Optional Securities. Delivery of the No Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) sold and delivered unless the Representative shall otherwise instruct. The certificates for the Firm Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Companypreviously have been, or any of the Company’s shareholderssimultaneously are, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) sold and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 Companydelivered.

Appears in 1 contract

Samples: Underwriting Agreement (Armour Residential REIT, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.047% of the principal amount thereof, plus any accrued and unpaid interest thereon (of the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx 700 Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx at 10:00 A.M.a.m., Eastern New York City time, on February 725, 20192021, or at such other time or place on the same or such other date, not later than the fifth third business day thereafterthereafter (subject to Section 10 herein), as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreementterms of such offering) and not as a financial advisor or a fiduciary to, (iv) or an agent of, the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Company or any other person. Additionally, neither the Company, and (v) Representatives nor any other Underwriter are advising the Underwriters have not provided Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any other Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (W. P. Carey Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) 99.00% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Institutional Purchase Price”), plus any additional in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from December 4, 2012 to the Initial Closing Date (as defined below). The Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 336,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants a one-time option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the Retail Purchase Price or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and the Representatives may otherwise agree. The principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the aggregate principal amount of Underwritten Securities to be purchased by the several Underwriters as such Underwriter may become is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in 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 Underwritten Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7December 4, 20192012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing and payment for and delivery of the Option Securities will be made at 10:00 A.M., New York City time, on the date specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities, or at such other time 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 Underwritten Securities is referred to herein as the “Initial Closing Date,” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as the “Additional Closing Date.” The Initial Closing Date and the Additional Closing Date are herein referred to collectively as the “Closing Dates” and individually as a “Closing Date.” (d) Payment for the Securities to be purchased on the any Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the applicable Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential Financial Inc)

Purchase of the Securities by the Underwriters. The (a) Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the several respective 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, agreesUnderwriters, severally and not jointly, agrees to purchase from the Company the respective principal amount of Firm Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 I attached hereto at a purchase price of 99.2596.85% of the principal amount thereofthereof with respect to the Firm Securities, plus any accrued and unpaid interest thereon interest, if any, from the First Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Securities as soon as the Representative deems Underwriters deem advisable after this Agreement has been executed and delivered, delivered and (ii) initially to offer the Firm Securities on upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. (b) In addition, the Company acknowledges hereby grants to the several Underwriters the option to purchase, and agrees that upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters may offer shall have the right to purchase, severally and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by not jointly, from the Company to ratably in accordance with the Representative in the case number of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Firm Securities to be purchased on the Closing Date shall be made against delivery by each of them (subject to such adjustment as the Representative for may determine to ensure that the respective accounts Optional Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), all or a portion of the Optional Securities, at a purchase price of 96.85% of the principal amount thereof with respect to such purchased Optional Securities. This option may be exercised by the Representative on behalf of the several Underwriters at any time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate amount of Optional Securities as to which the option is being exercised and the date and time when the Optional Securities are to be delivered (such date and time being hereinafter referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be (i) earlier than the First Closing Date (as defined below) or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Optional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter on Schedule I hereto bears to the aggregate number of Firm Securities (subject, in each case, to such date in such names and in such denominations adjustment as the Representative shall request in writing not later than two full business days prior may determine to ensure that the Closing Date with any transfer taxes payable in connection with the sale of such Option Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities are issued in book entry form shall be issued to Cede & Co. as nominee minimum denominations of DTC pursuant to the blanket issuer letter no less than $25 and whole multiples of representations (the “DTC Agreement”$25 in excess thereof), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant subject to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) adjustment in connection accordance with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanySection 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (BofI Holding, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.032% of the principal amount thereof, plus any accrued and unpaid interest thereon (of the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx at 10:00 A.M.a.m., Eastern New York City time, on February 7September 12, 20192016, or at such other time or place on the same or such other date, not later than the fifth third business day thereafterthereafter (subject to Section 10 herein), as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreementterms of such offering) and not as a financial advisor or a fiduciary to, (iv) or an agent of, the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Company or any other person. Additionally, neither the Company, and (v) Representatives nor any other Underwriter are advising the Underwriters have not provided Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any other Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (W. P. Carey Inc.)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe 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 amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) with respect to the 1.300% Senior Notes due 2018, 99.617% of the principal amount thereofthereof plus accrued interest, if any, from May 15, 2013 to the Closing Date (as defined below) and (ii) with respect to the 4.300% Senior Notes due 2043, 98.433% of the principal amount thereof plus any accrued and unpaid interest thereon (interest, if any, from May 15, 2013 to the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Closing Date. The Issuer will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the provisions of Section 10 hereof. The Company understands Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the 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 the applicable Underwriter. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 10:30 A.M., Eastern New York City time, on February 7May 15, 20192013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified to the Underwriters by the Issuer and the Guarantor against delivery to 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 DTCGlobal Notes) unless the Representative shall otherwise instruct). The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Underwriters not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee . (e) Each of DTC pursuant to the blanket issuer letter of representations (Issuer and the “DTC Agreement”), between the Company and DTC. The Company Guarantor acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to each of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Issuer and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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 Issuer, the Guarantor or any other person. Additionally, the Underwriters are not advising the Issuer or the process leading thereto (irrespective of whether such Underwriter has advised Guarantor or is currently advising the Company on any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to matters in any jurisdiction. Each of the offering contemplated hereby Issuer and the Company has consulted Guarantor shall consult with its own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making 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 Guarantor with respect thereto. Any review by the Underwriters of the CompanyIssuer, the 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 CompanyIssuer or the Guarantor.

Appears in 1 contract

Samples: Underwriting Agreement (Berkshire Hathaway Inc)

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 the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.278% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from December 1, 2011 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7December 1, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Scripps Networks Interactive, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company State Treasury 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 State Treasury the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule 1 II hereto at a the purchase price of 99.25% of set forth in Schedule I hereto plus accrued interest, if any, from the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant date specified in Schedule I hereto to the provisions date of Section 10 hereof. payment and delivery. (b) The Company State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The Company State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective 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. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Securities in, from or otherwise involxxxx xxx United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company State Treasury to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M., Eastern timeNew York City time on the Closing Date (as defined below), on February 7, 2019, at the place set forth in Schedule I hereto (or at such other time or and place on the same or such other date, not later than the fifth business day Business Day (as defined below) thereafter, as the Representative Representatives and the Company State Treasury may agree upon in writing). The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.”. As used herein, the term “Business DayPayment for the Securities means any day other than a day on which banks are permitted or required to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date closed in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyNew York City.

Appears in 1 contract

Samples: Underwriting Agreement (Poland Republic Of)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.126% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from November 6, 2014 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, New York at 10:00 A.M., Eastern New York City time, on February 7November 6, 20192014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Discover Financial Services)

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 2028 Senior Notes and 2030 Senior Notes set forth opposite such Underwriter’s name in Schedule 1 hereto hereto, at a purchase price of 99.25equal to 99.000% of the principal amount thereofthereof in the case of the 2028 Senior Notes and at a price equal to 99.000% of the principal amount thereof in the case of the 2030 Senior Notes, in each case plus any accrued and unpaid interest thereon interest, if any, from July 27, 2020 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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. ; provided, however, that any such affiliate shall be subject to the same obligations as its affiliated Underwriter hereunder, and that such Underwriter shall be liable for any breach of those obligations by such affiliate. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7July 27, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantor acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantor with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantor or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantor or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantor with respect thereto. Any review by the Underwriters Representative or any other Underwriter of the Company, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter, as the case may be, and shall not be on behalf of the CompanyCompany or the Guarantor or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Freeport-McMoran Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) 99.00% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Institutional Purchase Price”), plus any additional in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from March 14, 2013 to the Initial Closing Date (as defined below). The Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 1,167,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants a one-time option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the Retail Purchase Price or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and the Representatives may otherwise agree. The principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the aggregate principal amount of Underwritten Securities to be purchased by the several Underwriters as such Underwriter may become is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in 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 Underwritten Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7March 14, 2019, 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 Representative Representatives and the Company may agree upon in writing and payment for and delivery of the Option Securities will be made at 10:00 A.M., New York City time, on the date specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities, or at such other time 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 Underwritten Securities is referred to herein as the “Initial Closing Date,” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as the “Additional Closing Date.” The Initial Closing Date and the Additional Closing Date are herein referred to collectively as the “Closing Dates” and individually as a “Closing Date.” (d) Payment for the Securities to be purchased on the any Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the applicable Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential Financial Inc)

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 the Underwriting 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 the Underwriting Agreement at a the purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Underwriting Agreement. (b) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the Company to the Representative time and place set forth in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writingUnderwriting Agreement. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”c) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges Each Underwriter represents and agrees that (i) in relation to Securities which have a maturity of one year or more and which are to be admitted to the purchase and sale Official List of the U.K. Listing Authority, it has not offered or sold and will not offer or sell any Securities pursuant to this Agreement, including persons in the determination United Kingdom prior to admission of such Securities to listing in accordance with Part VI of the Financial Services and Markets Xxx 0000 (the “FSMA”), except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public offering price in the United Kingdom within the meaning of the Public Offers of Securities and any related discounts and commissions, is an arm’s-length commercial transaction between Regulations 1995 or the Company, on the one hand, and the several Underwriters, on the other handFSMA, (ii) in connection with relation to Securities which have a maturity of one year or more and which are not to be admitted to the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary Official List of the CompanyU.K. Listing Authority, it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Company’s shareholders, creditors, employees Public Offers of Securities Regulations 1995 or any other third partythe FSMA, (iii) no Underwriter it has assumed or complied and will assume an advisory or fiduciary responsibility in favor comply with all applicable provisions of the Company FSMA with respect to anything done by it in relation to the offering contemplated hereby Securities in, from or otherwise involving the process leading thereto United Kingdom and (irrespective iv) it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (with the meaning of whether Section 21 of the FSMA) received by it in connection with the issue and sale of such Underwriter has advised or is currently advising Securities in circumstances in which Section 21(1) of the Company on other matters) and no Underwriter has any obligation FSMA does not apply to the Company with respect to or the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyGuarantor.

Appears in 1 contract

Samples: Underwriting Agreement (Scottish Power Finance (US) Inc)

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 number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25equal to 99.227% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)interest, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant if any, from February 14, 2012 to the provisions of Section 10 hereof. Closing Date. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Preliminary Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, Representatives at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, XX 00000 at 10:00 9:30 A.M., Eastern New York City time, on February 714, 20192012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company . (“DTC”d) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kennametal Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 97.407% of the principal amount thereof, plus any accrued and unpaid interest thereon (of the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M., Eastern New York City time, on February 725, 20192022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form to 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 DTCGlobal Note) unless the Representative shall otherwise instruct). The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters named herein are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as financial advisors or fiduciaries to, and (v) or agents of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering of Securities contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named herein of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Moodys Corp /De/)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98% of the principal amount thereofthereof plus accrued interest, plus if any, from November 1, 2010 to the Closing Date (as defined below). The yield of the Securities is no lower than the yield recommended by RBC Capital Markets Corporation, acting as a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. The Company will not be obligated to deliver any accrued of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company hereby confirms its engagement of RBC Capital Markets Corporation as, and unpaid interest thereon RBC Capital Markets Corporation hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 2720(b) of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “Purchase PriceQIU), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant ) with respect to the provisions offering and sale of Section 10 hereof. the Securities. (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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPXxxxxx & Xxxxxx L.L.P., 000 Xxxxxxxxx 0000 Xxxxxx Xxxxxx, Xxxxx 0000Suite 2500, XxxxxxxHouston, Xxxxxxx 00000Texas 77002, at 10:00 9:00 A.M., Eastern local time, on February 7November 1, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern local time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Berry Petroleum Co)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to: (i) 99.308% of the principal amount thereofof the 2025 Notes and (ii) 99.080% of the principal amount of the 2027 Notes, in each case, plus any accrued and unpaid interest thereon interest, if any, from July 30, 2020 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Issuers will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands Issuers understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M., Eastern New York City time, on February 7July 30, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers 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 process leading thereto (irrespective of whether such Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers, 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 CompanyIssuers.

Appears in 1 contract

Samples: Underwriting Agreement (Lennox International Inc)

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 the [ ] Notes and the [ ] Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) [ ] % of the principal amount thereofof the [ ] Notes, plus any accrued interest, if any, from [ ] to the Closing Date (as defined below) and unpaid interest thereon (ii) [ ] % of the “Purchase Price”)principal amount of the [ ] Notes, plus accrued interest, if any additional number of Securities which such Underwriter may become from [ ] to the Closing Date. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx at 00 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, London EC2V 7NG at 10:00 9.00 A.M., Eastern New York City time, on February 7, 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 Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as Notes (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities from the Company to the Underwriters and the initial distribution by the Underwriters duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern London time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Rio Tinto Finance Usa LTD)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth hereinherein (i) the Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, (ii) the Guarantor agrees to issue and deliver the Guaranty, and (iii) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Guarantor the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.248% of the principal amount thereofthereof for the Securities plus accrued interest, plus any accrued and unpaid interest thereon (the “Purchase Price”)if any, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant from December 20, 2021 to the provisions of Section 10 hereof. Closing Date (as defined below). (b) The Company understands and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate (as hereinafter defined) of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentatives, at the offices of Xxxxxxxx Sxxxxxx Xxxxxxx & Bxxxxxxx LLP, 000 400 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7December 20, 20192021, or at such other time or place on the same or such other date, not later than the fifth tenth business day thereafter, as the Representative 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.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates Global Notes for the Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian Sxxxxxx Xxxxxxx & Bxxxxxxx LLP set forth above not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (d) The Company and the Guarantor acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantor with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantor or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantor shall consult with their own respective advisors concerning such matters and shall be responsible for making 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 Guarantor with respect thereto. Any review by the Underwriters of the Company, Company and the 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, the Guarantor or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (NEWMONT Corp /DE/)

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Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.686% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 11, 2015 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Cravath, Swaine & Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7May 11, 20192015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Harman International Industries Inc /De/)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 96.83396% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Purchase Price”) plus accrued interest, if any, from September 23, 2009 to the Closing Date (as defined below). In addition, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. If any additional number Option Securities are to be purchased, the principal amount of Option Securities to be purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such principal amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. The Underwriters may become obligated exercise the option to purchase pursuant Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least one business day prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the an account specified by the Company with U.S. Bank National Association as Escrow Agent pursuant to the Representative Escrow Agreement (each as defined below) in the case of the Underwritten Securities, at the offices of Xxxxxxxx Xxxxxxx LLPFried, 000 Xxxxxxxxx XxxxxxFrank, Xxxxx 0000, XxxxxxxHarris, Xxxxxxx 00000, & Xxxxxxxx LLP at 10:00 A.M., Eastern New York City time, on February 7September 23, 20192009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writingwriting or, in the case of the Option Securities, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities. The time and date of such payment for the Underwritten Securities is referred to herein as the “Closing Date.” ”, and the time and date for such payment for the Option Securities, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date or the Additional Closing Date, as the case may be, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date or the Additional Closing Date. Securities issued in book entry form shall be issued to Cede & Co. , as nominee of DTC pursuant to the blanket issuer letter of representations case may be. (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Sonic Automotive Inc)

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 I hereto at a purchase price of 99.25equal to 98.554% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from June 1, 2009 (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant ) to the provisions of Section 10 hereof. Closing Date (as defined below). (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth as in the Prospectusjudgment of the Representatives is advisable. 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 the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in Representatives against delivery of such Securities for the case respective accounts of the Securities, several Underwriters at the offices of Xxxxxxxx Xxxxxxx LLPCravath, 000 Xxxxxxxxx Xxxxxx, Swaine & Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M.A.M. New York City time on June 1, Eastern time, on February 7, 20192009, or at such other time or place on the same or such other date, not later than the fifth (5th) business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is are referred to herein as the “Closing Date.” Payment for (d) Delivery of the Securities to be purchased on the Closing Date shall be made against delivery to through the Representative for facilities of The Depository Trust Company and shall be in global form unless the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative Representatives shall request in writing not later than two full business days prior to the Closing Date instruct otherwise, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company . (“DTC”e) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriters have not provided is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Allegheny Technologies Inc)

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 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 aggregate principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase the price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. ) set forth in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Prospectus, as in the judgment of the Representative is advisable. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the SecuritiesRepresentative, at the offices of Xxxxxxxx Xxxxxxx Ropes & Xxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx XX 00000, at 10:00 A.M., Eastern New York City time, on February 7October 8, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the principal amount of Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) DTC unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale Underwriters are acting solely in the capacity of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Owl Rock Capital Corp)

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 AgreementSchedule 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 of 99.25equal to 99.456% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon (the “Purchase Price”)if any, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant from June 11, 2024 to the provisions of Section 10 hereof. Closing Date (as defined below). (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas 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 and the Prospectus. Schedule 3 hereto sets forth the Time of Sale Information made available at the Time of Sale. 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, virtually at 10:00 A.M.AM, Eastern New York City time, on February 7June 11, 20192024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writingwriting (the “Closing”). The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.PM, Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) Underwriters named in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Schedule 1 hereto are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the any offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named in Schedule 1 hereto of the Company, 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. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Underwriting Agreement (Applied Materials Inc /De)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.720% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Sidley Austin LLP at 10:00 A.M., Eastern London time, on February 7January 21, 20192015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives, against delivery to the Representative Representatives or their designee for the respective accounts of the several Underwriters of one or more global certificates (collectively, the “Global Note”) in aggregate denomination equal to the aggregate principal amount of the Securities to be purchased on such date upon original issuance and registered in such names the name of a common depositary for Clearstream and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date Euroclear, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern London time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreementterms of such offering) and not as a financial advisor or a fiduciary to, (iv) or an agent of, the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Company or any other person. Additionally, neither the Company, and (v) Representatives nor any other Underwriter are advising the Underwriters have not provided Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any other Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (W. P. Carey Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.261% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 2, 2013 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7May 2, 20192013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (TJX Companies Inc /De/)

Purchase of the Securities by the Underwriters. (a) The Company State Treasury 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 State Treasury the respective principal amount amounts of Securities set forth opposite such Underwriter’s name in Schedule 1 II hereto at a the purchase price of 99.25% of set forth in Schedule I hereto plus accrued interest, if any, from the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant date specified in Schedule I hereto to the provisions date of Section 10 hereof. payment and delivery. (b) The Company State Treasury understands that the several Underwriters intend (i) to make a public offering of their respective portions of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and (ii) initially to offer the Securities on the terms set forth in the Prospectus. The Company State Treasury acknowledges and agrees that the Underwriters may offer and sell their respective 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. Each Underwriter severally represents and warrants to, and agrees with, the State Treasury that it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company State Treasury to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M., Eastern timeNew York City time on the Closing Date (as defined below), on February 7, 2019, at the place set forth in Schedule I hereto (or at such other time or and place on the same or such other date, not later than the fifth business day Business Day (as defined below) thereafter, as the Representative Representatives and the Company State Treasury may agree upon in writing). The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.”. As used herein, the term “Business DayPayment for the Securities means any day other than a day on which banks are permitted or required to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date closed in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyNew York City.

Appears in 1 contract

Samples: Underwriting Agreement (Poland Republic Of)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.091% of the principal amount thereof, plus any accrued of the 2021 Notes and unpaid interest thereon (at a price equal to 99.800% of the “Purchase Price”), plus any additional number principal amount of Securities which such Underwriter may become the Floating Rate Notes. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, X.X. Xxxxxx Securities LLC at 10:00 A.M., Eastern New York City time, on February 7March 2, 20192017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form to 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 DTCGlobal Note) unless the Representative shall otherwise instruct). The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters named herein are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as financial advisors or fiduciaries to, and (v) or agents of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering of Securities contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named herein of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Moodys Corp /De/)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe 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 amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to (i) with respect to the 2030 Notes, 99.531% of 99.25the principal amount thereof and (ii) with respect to the 2034 Notes, 99.769% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)in each case, plus any additional number of Securities which such Underwriter may become accrued interest, if any, from March 18, 2022, to the Closing Date (as defined below). The Issuer will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the provisions of Section 10 hereof. The Company understands Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the 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 the applicable Underwriter. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 or around 9:00 A.M., Eastern London time, on February 7March 18, 20192022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 to the Underwriters by the Issuer and the Guarantor against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names book-entry form through a common depositary for Clearstream Banking, société anonyme and in such denominations Euroclear Bank S.A./N.V., as operator of the Representative shall request in writing not later than two full business days prior to Euroclear system, for the Closing Date account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Securities shall be made through Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the facilities withholding or deduction of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructsuch taxes. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Underwriters not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee . (e) Each of DTC pursuant to the blanket issuer letter of representations (Issuer and the “DTC Agreement”), between the Company and DTC. The Company Guarantor acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of an arm’s length contractual counterparty to each of the Company, or any of Issuer and the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company 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 Issuer, the Guarantor or any other person. Additionally, the Underwriters are not advising the Issuer or the process leading thereto (irrespective of whether such Underwriter has advised Guarantor or is currently advising the Company on any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to matters in any jurisdiction. Each of the offering contemplated hereby Issuer and the Company has consulted Guarantor shall consult with its own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making 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 Guarantor with respect thereto. Any review by the Underwriters of the CompanyIssuer, the 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 CompanyIssuer or the Guarantor. (f) X.X. Xxxxxx Securities plc acknowledges that the Securities represented by the Global Notes will initially be credited to an account (the “Commissionaire Account”) for the benefit of X.X. Xxxxxx Securities plc the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Issuer as the third-party beneficiary and provide that such Securities are to be delivered to others only against payment of the net subscription monies for the Securities into the Commissionaire Account on a delivery against payment basis. X.X. Xxxxxx Securities plc acknowledges that (i) the Securities represented by the Global Notes shall be held to the order of the Issuer as set out above and (ii) the net subscription monies for the Securities received in the Commissionaire Account will be held on behalf of the Issuer until such time as they are transferred to the Issuer’s order. X.X. Xxxxxx Securities plc undertakes that the net subscription monies for the Securities will be transferred to the Issuer’s order promptly following receipt of such monies in the Commissionaire Account. The Issuer acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Civil Code of Belgium and Luxembourg, as applicable, in respect of the Commissionaire Account.

Appears in 1 contract

Samples: Underwriting Agreement (Berkshire Hathaway Inc)

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 number of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a purchase price of 99.25% of per share the principal amount thereof, plus any accrued and unpaid interest thereon (the “"Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. " set forth in Schedule 2 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPDavis Polk & Wardwell at 10:00 A.M. New York City time on June 11, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, xx at 10:00 A.M., Eastern time, on February 7, 2019, or at such other xxxx xxher time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in definitive form registered in such names and in such denominations as the Representative Representatives shall request in writing not later than two full business days prior to the Closing Date and against credit to the securities account of the Collateral Agent of security entitlements in respect of the Notes constituting a part of such Securities as set forth in the Purchase Contract and Pledge Agreement, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian J.P. Morgan Securities Inc. set forth above not later than 1:00 p.m.P.M., Eastern Xxx Xxxx Xity time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Southern Union Co)

Purchase of the Securities by the Underwriters. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as named in Schedule 1 hereto, the Parent Guarantor agrees to irrevocably and unconditionally guarantee the Notes in the manner provided in this Agreementherein, 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 Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.261% of the principal amount thereofof the Notes, plus any accrued and unpaid interest thereon interest, if any, from November 2, 2016 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Issuer will not be obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering deliver any of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer except upon payment for all the Securities on to be purchased as provided herein. (b) The net purchase price for all the terms set forth in Notes to be purchased as provided herein will be paid by the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds Representatives to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Issuer at 10:00 A.M., Eastern London time, on February 7November 2, 20192016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, date as the Representative Issuer and the Company Representatives may agree upon in writing. The time and date of such payment for the Securities is referred to herein as (the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date ”), with any transfer taxes payable in connection with the sale of such Securities the Notes to be duly paid by the Company. Delivery Issuer, against the delivery of a global certificate, substantially in the form provided in the Indenture (the “Registered Global Certificate”), duly executed and registered in the name of a nominee for Euroclear Bank SA/NV (“Euroclear”) or, as the case may be, Clearstream Banking S.A. (“Clearstream”) acting in the capacity of common safekeeper for the Securities (the “Common Safekeeper”) and the registration of the holdings of the Securities shall be made through represented by the facilities of The Depository Trust Company (“DTC”) unless Registered Global Certificate in the Representative shall otherwise instructregister maintained by the registrar for the Securities. The certificates for the Securities Registered Global Certificate will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.12:00 P.M., Eastern New York time, on the business day prior to the Closing Date. . (c) Against delivery of the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to Elavon Financial Services DAC, UK Branch in its capacity as common service provider for the Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant arrange for the payment to the blanket issuer letter Issuer on the Closing Date of representations the net purchase price for the Securities as aforesaid. (d) Each of the “DTC Agreement”), between Issuer and the Company and DTC. The Company Parent Guarantor acknowledges and agrees that (i) the purchase and sale Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, Issuer and the several Underwriters, on the other hand, Parent Guarantor with respect to any offering of Securities contemplated hereby (ii) including in connection with determining the offering contemplated hereby terms of the offering) and the process leading to such transaction, each Underwriter is and has been acting solely not as a principal and is not the agent financial advisor or a fiduciary of the Companyto, or any of an agent of, the Company’s shareholdersIssuer, creditors, employees the Parent Guarantor or any other third partyperson. Additionally, (iii) no such Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of is advising the Company with respect to the offering contemplated hereby Issuer or the process leading thereto (irrespective of whether such Underwriter has advised Parent Guarantor or is currently advising the Company on any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby matters in any jurisdiction. The Issuer and the Company has consulted its Parent Guarantor shall consult with their own legal, accounting, regulatory advisors concerning such matters and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company Issuer and the Parent Guarantor with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the CompanyIssuer or the Parent Guarantor, 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 CompanyIssuer or the Parent Guarantor.

Appears in 1 contract

Samples: Underwriting Agreement (Whirlpool Corp /De/)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.318% of the principal amount thereofof the Securities plus accrued interest, plus any accrued and unpaid interest thereon if any, from November 3, 2016 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Issuers will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands Issuers understand that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers acknowledge and agrees agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M., Eastern New York City time, on February 7November 3, 20192016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Issuers 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 process leading thereto (irrespective of whether such Issuer or any other person. Additionally, neither the Representatives nor any other Underwriter has advised or is currently advising the Company on Issuers or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuers with respect thereto. Any review by the Underwriters of the CompanyIssuers, 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 CompanyIssuers.

Appears in 1 contract

Samples: Underwriting Agreement (Lennox International Inc)

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 AgreementSchedule 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 of 99.25equal to 99.503% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, plus accrued interest, if any, from March 9, 2015 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The net purchase price for all the Securities to be purchased as provided herein will be paid by the Representatives to the Company at the offices of Xxxxxxxx Xxxxxxx LLP10.00 A.M. (London time) on March 9, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 2019, 2015 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, and/or date as the Representative Company and the Company Representatives may agree upon in writing. The time and date of such payment for the Securities is referred to herein as (the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date ”), with any transfer taxes payable in connection with the sale of such the Securities to be duly paid by the Company. Delivery , against delivery of a global certificate (the “Registered Global Certificate”), duly executed and registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee, and in or substantially in the form provided in the Indenture, to The Bank of New York Mellon (London Branch), as common depositary (the “Common Depositary”) for Euroclear Bank S.A./N.V. (“Euroclear”) and for Clearstream Banking, société anonyme (“Clearstream”) and the registration of the holdings of the Securities shall be made through represented by the facilities of The Depository Trust Company (“DTC”) unless Registered Global Certificate in the Representative shall otherwise instructregister maintained by the registrar for the Securities. The certificates for the Securities Registered Global Certificate will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.12:00 P.M., Eastern New York time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee . (c) Against delivery of DTC pursuant the Registered Global Certificate, the Representatives will, on the Closing Date, give instructions to the blanket issuer letter of representations (Common Depositary to arrange for the “DTC Agreement”), between payment to the Company and DTC. on the Closing Date of the net purchase price for the Securities as aforesaid. (d) The Company acknowledges and agrees that (i) the purchase and sale of Underwriters named in the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriting Agreement are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the any offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kellogg Co)

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 the Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a purchase price of 99.25equal to 99.3445% of the principal amount thereof, in the case of the 2013 Securities, 99.243% of the principal amount thereof, in the case of the 2017 Securities and 98.530% of the principal amount thereof, in the case of the 2037 Securities, in each case plus any accrued and unpaid interest thereon interest, if any, from May 21, 2007 to the Closing Date (the “Purchase Price”as such term is hereinafter defined), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Simpson Thacher & Bartlett LLP at 10:00 A.M., Eastern New York City time, on February 7May 00, 20190000, or at such other xx xt sxxx xxxxr time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the "Closing Date". (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the 2013 Securities, the 2017 Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to 2037 Securities (collectively, the Closing Date "Global Notes"), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection in form and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior substance reasonably satisfactory to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations Representatives. (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) Underwriters listed in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Schedule 1 hereto are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation arm's length contractual counterparty to the Company with respect to any offering of the offering Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person with respect to any such offering. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (United States Steel Corp)

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 I hereto at a purchase price of 99.25equal to 99.307% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Purchase Price”$347,574,500 purchase price in respect of $350,000,000 aggregate principal amount), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant accrued interest, if any, from June 5, 2020 to the provisions Time of Section 10 hereofDelivery (as defined below). The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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. 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) Payment for and delivery with respect to the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx XxxxxxXxxxxxx Xxx., Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7June 5, 20192020, or at such other time or place on the same or such other date, not later than the fifth third business day thereafter, as the Representative 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 DateTime of Delivery.” (c) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee Time of DTC pursuant to the blanket issuer letter of representations Delivery. (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Affiliated Managers Group, Inc.)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities (a) Subject to the several Underwriters as provided in this Agreement, terms and each Underwriter, on conditions and upon the basis of the representations, warranties and agreements herein set forth herein forth, the Company agrees to issue and subject sell to the conditions set forth hereinUnderwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from at a price of $2.60 per share, the Company the respective principal amount number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereofI hereto, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated subject to purchase pursuant to the provisions of adjustment in accordance with Section 10 7 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially agree to offer the Firm Securities on to the terms public as set forth in the Prospectus. The . (b) In addition, subject to the terms and conditions herein set forth and upon the basis of the representations, warranties and agreements herein contained, the Company acknowledges and agrees that hereby grants to the Underwriters may offer and sell Securities an option to or through any affiliate of an Underwriter. Payment purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the purchase price per Share set forth above. Optional Securities shall be made by wire transfer in immediately available funds to purchased from the account specified by the Company to the Representative in the case of the SecuritiesCompany, at the offices of Xxxxxxxx Xxxxxxx LLPseverally and not jointly, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter’s name in Schedule I hereto, except that the Securities to respective purchase obligations of each Underwriter shall be purchased on such date in such names and in such denominations as adjusted by the Representative so that no Underwriter shall request in writing not later than two full business days prior be obligated to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Companypurchase fractional Optional Securities. Delivery of the No Optional Securities shall be made through the facilities of The Depository Trust Company (“DTC”) sold and delivered unless the Representative shall otherwise instruct. The certificates for the Firm Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Companypreviously have been, or any of the Company’s shareholderssimultaneously are, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) sold and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 Companydelivered.

Appears in 1 contract

Samples: Underwriting Agreement (Ciber Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 102.00% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from August 18, 2015 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Cravath, Swaine & Mxxxx LLP, 000 Xxxxxxxxx 800 Xxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000Xxx Xxxx 000000, at 10:00 A.M., Eastern New York City time, on February 7August 18, 20192015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Service Corporation International)

Purchase of the Securities by the Underwriters. (a) The Company Company, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, 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 (x) the respective aggregate principal amount of Securities 2026 Notes set forth opposite such Underwriter’s name in on Schedule 1 hereto at a purchase price of 99.25equal to 99.0000000000% of the principal amount thereof, plus any accrued (y) the aggregate principal amount of 2029 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.0000000000% of the principal amount thereof and unpaid interest thereon (z) the “Purchase Price”)aggregate principal amount of 2031 Notes set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.0000000000% of the principal amount thereof, in each case, plus any additional number of Securities which such Underwriter may become accrued interest, if any, from March 23, 2021 to the Closing Date. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in 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. ; provided that (i) such offers and sales are made on the basis of the representations, warranties and agreements of the Underwriters and otherwise in accordance with the provisions of this Agreement as if such affiliates were named as Underwriters hereunder and (ii) such Underwriter shall be responsible for any actions of its affiliates. (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx00 Xxx Xxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 9:00 A.M., Eastern New York City time, on February 7March 23, 20192021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date Notes, with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery . (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior arm’s-length contractual counterparties to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (the process leading thereto “Offering”) (irrespective including in connection with determining the terms of whether such Underwriter has advised or is currently advising the Company on other mattersOffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, no Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect matters in any jurisdiction pursuant to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatethis Agreement. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated herebyTransactions, and the Underwriters no Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby Guarantors, the Transactions or other matters relating to such transactions Transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the CompanyCompany or the Guarantors.

Appears in 1 contract

Samples: Underwriting Agreement (T-Mobile US, Inc.)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective purchase prices set forth on Schedule 2 hereto, the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofhereto. The Company understands that the Underwriters intend agree to make a public offering of their respective Securities specified in Schedule 1 hereto at the Securities as soon as prices to public specified in Schedule 2 hereto. It is understood that after such initial offering, the Representative deems advisable after this Agreement has been executed several Underwriters reserve the right to vary the offering price and deliveredfurther reserve the right to withdraw, and initially to offer the Securities on the terms set forth in the Prospectuscancel or modify any subsequent offering without notice. The Company acknowledges and agrees that the Underwriters may offer and sell Securities shall not be obligated to or through deliver any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, except upon payment for all of the Securities to be purchased on the Closing Date. Delivery of the Securities and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7April 1, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day Business Day thereafter, as the Representative Representatives and the Company may agree upon in writing. The Such time and date for delivery of such payment for the Securities is referred to herein as called the “Closing Date.” Payment for the Securities to be purchased on On the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by Date, the Company. Delivery of the Securities shall be made , through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant shall deliver or cause to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as be delivered a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company securities entitlement with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation Securities to the Company with respect to Representatives for the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range accounts of transactions that involve interests that differ from those each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time shall be of the essence, and (v) delivery at the Underwriters have not provided any legaltime and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company Securities shall be responsible registered in the name of Cede & Co., as nominee for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyDTC.

Appears in 1 contract

Samples: Underwriting Agreement (Exelon Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.939% of the principal amount thereof, plus any accrued and unpaid interest thereon (of the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPSkadden, 000 Xxxxxxxxx XxxxxxArps, Xxxxx 0000, XxxxxxxSlate, Xxxxxxx 00000, & Xxxx LLP at 10:00 A.M., Eastern New York City time, on February 7August 8, 20192022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through by wire transfer in immediately available funds to the facilities account(s) specified by the Company to the Representatives against delivery of the Securities in book-entry form to 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 DTCGlobal Note) unless the Representative shall otherwise instruct). The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters named herein are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as financial advisors or fiduciaries to, and (v) or agents of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the offering of Securities contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatehereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named herein of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Moodys Corp /De/)

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 aggregate principal amount of Securities set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto at a purchase the price of 99.25% set forth in Schedule 2 hereto of the principal amount thereof, plus any accrued and unpaid interest thereon (interest, if any, from the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Closing Date. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Time of Sale Information 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 for, and delivery of, the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7November 17, 2019, 2021 or at such other time or place on the same or such other date, not later than the fifth second business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The writing (the time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date”). (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Notes”), with any transfer taxes payable in connection with the sale of such the Securities to the Underwriters duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Notes will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Underwritten 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 Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to (i) 99% of the principal amount thereof, plus any accrued and unpaid interest thereon thereof (the “Institutional Purchase Price”), plus any additional in the case of sales made by the Underwriters to certain institutional purchasers (the “Institutional Purchasers”) and (ii) 96.85% of the principal amount thereof (the “Retail Purchase Price”), in the case of sales made by the Underwriters in all other cases, plus, in each case, accrued interest, if any, from August 13, 2018 to the Initial Closing Date (as defined below). The Representatives confirm to the Company that for this purpose, the number of Underwritten Securities sold to Institutional Purchasers is 1,646,000. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants a one-time option to the several Underwriters to purchase, severally and not jointly, the Option Securities at the Retail Purchase Price or Institutional Purchase Price, as applicable. Upon the exercise of such option, the Underwriters agree to purchase the Option Securities in accordance the terms set forth herein. Said option may be exercised solely to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of the Prospectus upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the option and the settlement date, which may be the same date as the Initial Closing Date (as defined below) but shall not be (i) earlier than the Initial Closing Date nor (ii) earlier than the second business day after the date of such notice, except as the Company and the Representatives may otherwise agree. The principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the aggregate principal amount of Underwritten Securities to be purchased by the several Underwriters as such Underwriter may become is purchasing of the Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate any fractional Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities for sale to the public on the terms set forth in 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 Underwritten Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7August 13, 2019, 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 Representative Representatives and the Company may agree upon in writing and payment for and delivery of the Option Securities will be made at 10:00 A.M., New York City time, on the date specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Securities, or at such other time 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 Underwritten Securities is referred to herein as the “Initial Closing Date,” and the time and date for such payment for the Option Securities, if other than the Initial Closing Date, is herein referred to as the “Additional Closing Date.” The Initial Closing Date and the Additional Closing Date are herein referred to collectively as the “Closing Dates” and individually as a “Closing Date.” (d) Payment for the Securities to be purchased on the any Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the applicable Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential Financial Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.053% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon (the “Purchase Price”)if any, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant from February 3, 2011 to the provisions of Section 10 hereofClosing Date (as defined below). The Company understands that the Underwriters intend will not be obligated to make a public offering deliver any of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer except upon payment for all the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 73, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (c) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to Underwriters named in this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Agreement are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the any offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the such Underwriters named herein of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Steelcase Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.50% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from March 6, 2014 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxNew York, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, New York at 10:00 A.M., Eastern New York City time, on February 7March 6, 20192014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Covanta Holding Corp)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agreesthe Company agrees to sell to the Underwriters, severally and not jointly, the Underwriters agree to purchase from the Company Company, the respective principal amount number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price A opposite the name of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)each Underwriter, plus any additional number of Securities which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a price equal to $24.2125 per share, being an amount equal to the initial public offering price less $0.7875 per share. The Representatives, severally and not jointly, also agree to reimburse the Company for certain bona fide and documented expenses incurred by the Company in connection with the offering and sale of the Securities in the aggregate amount of $750,000 on the Closing Date. The Representatives will reimburse the Company as follows: Xxxxxxx, Xxxxx & Co.: $300,000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated: $225,000 and Xxxxx Fargo Securities, LLC: $225,000. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company Company, as the case may be, to the Representative in the case of the Securities, Representatives at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7December 14, 20192011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” (d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on Securities, and in such date authorized denominations and registered in such names and in such denominations as the Representative Representatives shall request in writing not later than two full business days prior to the Closing Date Date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (First Niagara Financial Group Inc)

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 the Underwriting 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 the Underwriting Agreement at a the purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The Company understands that the Underwriters intend to make a public offering of the Securities as soon as the Representative deems advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. Underwriting Agreement. (b) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to at the account specified by the Company to the Representative time and place set forth in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M., Eastern time, on February 7, 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 Representative and the Company may agree upon in writingUnderwriting Agreement. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”c) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges Each Underwriter represents and agrees that (i) in relation to Securities which have a maturity of one year or more and which are to be admitted to the purchase and sale Official List of the U.K. Listing Authority, it has not offered or sold and will not offer or sell any Securities pursuant to this Agreement, including persons in the determination United Kingdom prior to admission of such Securities to listing in accordance with Part VI of the Financial Services and Markets Xxx 0000 (the “FSMA”), except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public offering price in the United Kingdom within the meaning of the Public Offers of Securities and any related discounts and commissions, is an arm’s-length commercial transaction between Regulations 1995 or the Company, on the one hand, and the several Underwriters, on the other handFSMA, (ii) in connection with relation to Securities which have a maturity of one year or more and which are not to be admitted to the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary Official List of the CompanyU.K. Listing Authority, it has not offered or sold and will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Company’s shareholders, creditors, employees Public Offers of Securities Regulations 1995 or any other third partythe FSMA, (iii) no Underwriter it has assumed or complied and will assume an advisory or fiduciary responsibility in favor comply with all applicable provisions of the Company FSMA with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation anything done by it in relation to the Company with respect to Securities in, from or otherwise involving the offering contemplated hereby except the obligations expressly set forth in this Agreement, United Kingdom and (iv) it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (with the Underwriters and their respective Affiliates may be engaged in a broad range meaning of transactions that involve interests that differ from those Section 21 of the Company, FSMA) received by it in connection with the issue and (vsale of such Securities in circumstances in which Section 21(1) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability FSMA does not apply to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Scottish Power Finance (US) Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.650% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from September 20, 2010 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Representatives at 10:00 A.M.A.M. New York City time on September 20, Eastern time, on February 7, 20192010, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” ”. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts of the several Underwriters Underwriters, of one or more global notes representing such Securities (collectively, the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (SVB Financial Group)

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 I hereto at a purchase price of 99.2599.625% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)thereon, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. . (b) The Company understands that the Underwriters intend propose to make a public offering of the Securities as soon as the Representative deems Representatives deem advisable after this Agreement has been executed and delivered, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative Representatives in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxxxx XX, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, at 10:00 A.M.a.m., Eastern time, on February 7November 1, 20192024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.” Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative Representatives shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative Representatives at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book book-entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”)representations, between the Company and DTC. . (d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) ), and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby hereby, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Synovus Financial Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees Issuers agree to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuers the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.25% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from February 17, 2012 to the Closing Date (as defined below). The underwriting discount shall be 1.75% of the principal amount of Securities (the “Purchase PriceUnderwriters’ Discount”), plus any additional number it being agreed that (x) 50% of Securities which such Underwriter may become obligated to purchase pursuant the Underwriters Discount shall be payable to the provisions Underwriters in connection with the sale of Section 10 hereof. the Securities on the Closing Date and (y) the remaining 50% of the Underwriters’ Discount shall be placed in the Escrow Account on the Closing Date and if and only if the Release Date occurs, Company agrees to direct the Escrow Agent to pay by wire transfer of immediately available funds from the Escrow Account the remaining 50% of the Underwriters’ Discount to the Underwriters on the Release Date. (b) The Company understands Issuers 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges Issuers and agrees each of 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. . (c) Payment for and delivery of the Securities shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 717, 2019, 2012 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company Issuers may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Issuers, against delivery to the Representative nominee of The Depository Trust Company for the respective accounts account of the several Underwriters of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instructIssuers. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Issuers and each of the Guarantors acknowledge and agree that the Underwriters are acting solely in book entry form shall be issued to Cede & Co. as nominee the capacity of DTC pursuant an arm’s length contractual counterparty to the blanket issuer letter of representations (the “DTC Agreement”), between the Company Issuers and DTC. The Company acknowledges and agrees that (i) the purchase and sale each of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the process leading thereto (irrespective of whether such Issuers, the Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter has advised or is currently advising the Company on Issuers, the Guarantors or any other matters) and no Underwriter has any obligation person as to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) 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, and (v) the Underwriters have not provided any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company Issuers and each of the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company Issuers or the Guarantors with respect thereto. Any review by the Underwriters Representative or any Underwriter of the CompanyIssuers, the Guarantors, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter, as the case may be, and shall not be on behalf of the CompanyIssuers, the Guarantors or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Medical Properties Trust Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.769% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 18, 2007 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company hereby confirms its engagement of X.X. Xxxxxx Securities Inc. (“JPMorgan”), and JPMorgan hereby confirms its agreement with the Company, to render services as a “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the National Association of Securities Dealers, Inc. with respect to the offering of the Securities. The public offering price of the Securities will not be below the minimum yield recommended by JPMorgan in its capacity as “qualified independent underwriter”. 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx1701 Pennsylvania Avenue, Xxxxx 0000NW, XxxxxxxWashington, Xxxxxxx 00000D.C., at 10:00 A.M., Eastern New York City time, on February 7May 18, 20192007, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Health Net Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”)hereto, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a purchase price equal to 99.371% of the principal amount of the 2018 Securities and 98.590% of the 2023 Securities, plus accrued interest, if any, from May 15, 2013 to the Closing Date (as defined below), payable on 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx at 10:00 A.M., Eastern New York City time, on February 7May 22, 20192013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) Payment for the Securities to shall be purchased made on the Closing Date shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter and shall not be on behalf of the CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Total System Services Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.625% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from August 2, 2016 to the Closing Date (the “Purchase Price”as defined below), plus any additional number amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7August 2, 20192016, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued . (e) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in book entry form shall be issued the capacity of an arm’s length contractual counterparty to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Guarantors with respect to the offering of Securities contemplated hereby or (including in connection with determining the process leading thereto (irrespective terms of whether such Underwriter has advised or is currently advising the Company on other mattersoffering) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreementnot as a financial advisor or a fiduciary to, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of or an agent of, the Company, and (v) the Underwriters have not provided Guarantors or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Underwriters Representative nor any other Underwriter shall have no any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters Representative or any other Underwriter of the CompanyCompany or the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter, as the case may be, and shall not be on behalf of the CompanyCompany or the Guarantors or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Materials Inc)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.875% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from July 24, 2020, to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. 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 Representative deems advisable after this Agreement has been executed and deliveredis advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxx Xxxxxx & Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7July 24, 20192020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representative against delivery to the Representative nominee of The Depository Trust Company (“DTC”), for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Representative or such Underwriter, as the case may be, and shall not be on behalf of the CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (Carpenter Technology Corp)

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 other terms and conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.00% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 6, 2008 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPDxxxx Xxxx & Wxxxxxxx, 000 400 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx 00000 at 10:00 A.M., Eastern New York City time, on February 7May 6, 20192008, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date. (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither of the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Range Resources Corp)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 98.398% of the principal amount thereof, plus any accrued and unpaid interest thereon (of the “Purchase Price”), plus any additional number of Securities which such Underwriter may become Securities. The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the ProspectusTime 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 shall will be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx Sidley Austin LLP, 000 Xxxxxxxxx 700 Xxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000, Xxx Xxxx at 10:00 A.M.a.m., Eastern New York City time, on February 7October 15, 20192021, or at such other time or place on the same or such other date, not later than the fifth third business day thereafterthereafter (subject to Section 10 herein), as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company (“DTC”) or a custodian acting on behalf of DTC, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreementterms of such offering) and not as a financial advisor or a fiduciary to, (iv) or an agent of, the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of Company or any other person. Additionally, neither the Company, and (v) Representatives nor any other Underwriter are advising the Underwriters have not provided Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making 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 Company with respect thereto. Any review by the Underwriters Representatives or any other Underwriter of the Company, 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 CompanyCompany or any other person.

Appears in 1 contract

Samples: Underwriting Agreement (W. P. Carey Inc.)

Purchase of the Securities by the Underwriters. (a) The Company hereby agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, upon the basis of the representations, warranties and agreements set forth herein, but subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price of (i) $24.2125 per Security in the case of $327,600,000 aggregate principal amount of Securities sold to retail investors and (ii) $24.50 per Security in the case of $72,400,000 aggregate principal amount of Securities sold to institutional investors (the “Purchase Price”), plus accrued interest, respectively, if any, from May 11, 2021 to the Closing Date (as defined below). (b) In addition, the Company agrees to issue and sell the Option Underwritten Notes to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesshall have the option to purchase, severally and not jointly, to purchase from the Company the respective Option Underwritten Notes at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. If any Option Underwritten Notes are to be purchased, the aggregate principal amount of Securities Option Underwritten Notes to be purchased by each Underwriter shall be the aggregate principal amount of Option Underwritten Notes which bears the same ratio to the aggregate principal amount of Option Underwritten Notes being purchased as the amount of Underwritten Notes set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 I hereto at a purchase price of 99.25% of (or such amount increased as set forth in Section 10 hereof) bears to the aggregate principal amount thereof, plus any accrued and unpaid interest thereon (of Underwritten Notes being purchased from the “Purchase Price”), plus any additional number of Securities which such Underwriter Company by the several Underwriters. The Underwriters may become obligated exercise the option to purchase pursuant the Option Underwritten Notes at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Underwritten Notes as to which the option is being exercised and the date and time when the Option Underwritten Notes are to be delivered and paid for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. (c) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Pricing Disclosure Package and the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. . (d) Payment for the Securities Underwritten Notes shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, Representatives at the offices of Xxxxxxxx Xxxxxxx Xxxxx Xxxxx LLP, 000 Xxxxxxxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx 00000XX, at 10:00 A.M., Eastern New York City time, on February 7May 11, 20192021, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writingwriting or, in the case of the Option Underwritten Notes, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to purchase such Option Underwritten Notes. The time and date of such payment for the Securities Underwritten Notes is referred to herein as the “Closing Date.and the time and date for such payment for the Option Underwritten Notes, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representative Representatives for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. The certificates for instruct and the Securities will shall be made available for inspection registered in such names and packaging by in such denominations as the Representative at Representatives shall request. (e) The Carlyle Parties acknowledge and agree that the office Underwriters are acting solely in the capacity of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior an arm’s length contractual counterparty to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company Carlyle Parties 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 process leading thereto Carlyle Parties or any other person (irrespective of whether such Underwriter has advised or is currently advising the Company Carlyle Parties on other matters) and no Underwriter has ). Additionally, neither the Representatives nor any obligation of the other Underwriters is advising the Carlyle Parties or any other person as to the Company any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction with respect to the offering of the Securities contemplated hereby except (irrespective of whether such Underwriter has advised or is currently advising the obligations expressly set forth Carlyle Parties on other matters). Each of the Carlyle Parties agrees that it will not claim that, in connection with the purchase and sale of the Securities pursuant to this AgreementAgreement or the process leading thereto, (iv) the Underwriters, or any of them, has advised the Carlyle Parties or any other person as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction or owes a fiduciary or similar duty to the Carlyle Parties. The Underwriters and their respective Affiliates affiliates may be engaged in a broad range of transactions that involve directly or indirectly involving the Carlyle Parties and may in some cases have interests that differ from or conflict with those of the CompanyCarlyle Parties. The Carlyle Parties hereby consent to each Underwriter acting in the capacities described in the preceding sentence, and (v) the Underwriters have not provided parties to this Agreement acknowledge that any legal, accounting, regulatory such transaction is a separate transaction from the sale of the Securities contemplated hereby and that no Underwriter acting in any such capacity owes any obligation or tax advice duty to any other party hereto with respect to the offering contemplated hereby and the Company has consulted or arising from its own legalacting in such capacity, accounting, regulatory and tax advisors except to the extent it deemed appropriateset forth in any prior separate agreement relating to such other transaction. The Company Carlyle Parties shall consult with their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Carlyle Parties with respect thereto. Any review by the Underwriters of the CompanyCarlyle Parties, 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 CompanyCarlyle Parties.

Appears in 1 contract

Samples: Underwriting Agreement (Carlyle Group Inc.)

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25equal to 99.201% of the principal amount thereofthereof plus accrued interest, plus any accrued and unpaid interest thereon if any, from May 4, 2009 to the Closing Date (the “Purchase Price”as defined below), plus any additional number of Securities which such Underwriter may become . The Company will not be obligated to purchase pursuant deliver any of the Securities except upon payment for all the Securities to the provisions of Section 10 hereof. be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon as after the Representative deems advisable after effectiveness of this Agreement has been executed and deliveredas 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 and the Prospectus. Schedule 2 hereto sets forth the Time of Sale Information made available at the Time of Sale. 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 shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, at the offices of Xxxxxxxx Xxxxxxx LLPXxxxx Xxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxxxx 0000Xxx Xxxx, Xxxxxxx, Xxxxxxx Xxx Xxxx 00000, at 10:00 A.M., Eastern New York City time, on February 7May 4, 20192009, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities and delivery is referred to herein as the “Closing Date.” (d) 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 Representatives against delivery to the Representative nominee of The Depository Trust Company, for the respective accounts account of the several Underwriters Underwriters, of one or more global notes representing the Securities to be purchased on such date in such names and in such denominations as (collectively, the Representative shall request in writing not later than two full business days prior to the Closing Date “Global Note”), with any transfer taxes payable in connection with the sale of such the Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities Global Note will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian Representatives not later than 1:00 p.m.P.M., Eastern New York City time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations . (the “DTC Agreement”), between the Company and DTC. e) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been Underwriters are acting solely as a principal and is not in the agent or fiduciary capacity of the Company, or any of the Companyan arm’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby except (including in connection with determining the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those terms of the Companyoffering) and not as a financial advisor or a fiduciary to, and (v) or an agent of, the Underwriters have not provided Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriatematters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond Offshore Drilling Inc)

Purchase of the Securities by the Underwriters. The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on (a) On the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company Company, at the respective purchase prices set forth on Schedule 2 hereto, the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of 99.25% of the principal amount thereof, plus any accrued and unpaid interest thereon (the “Purchase Price”), plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofhereto. The Company understands that the Underwriters intend agree to make a public offering of their respective Securities specified in Schedule 1 hereto at the Securities as soon as prices to public specified in Schedule 2 hereto. It is understood that after such initial offering, the Representative deems advisable after this Agreement has been executed several Underwriters reserve the right to vary the offering price and deliveredfurther reserve the right to withdraw, and initially to offer the Securities on the terms set forth in the Prospectuscancel or modify any subsequent offering without notice. The Company acknowledges and agrees that the Underwriters may offer and sell Securities shall not be obligated to or through deliver any affiliate of an Underwriter. Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative in the case of the Securities, except upon payment for all of the Securities to be purchased on the Closing Date. (b) Delivery of the Securities and payment therefor by the Representatives for the accounts of the several Underwriters shall be made at the offices of Xxxxxxxx Xxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, & Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, LLP at 10:00 A.M., Eastern New York City time, on February 7June 11, 20192015, or at such other time or place on the same or such other date, not later than the fifth business day Business Day thereafter, as the Representative Representatives and the Company may agree upon in writing. The Such time and date for delivery of such payment for the Securities is referred to herein as called the “Closing Date.” Payment for the Securities to be purchased on On the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Securities to be purchased on such date in such names and in such denominations as the Representative shall request in writing not later than two full business days prior to the Closing Date with any transfer taxes payable in connection with the sale of such Securities duly paid by Date, the Company. Delivery of the Securities shall be made , through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than 1:00 p.m., Eastern time, on the business day prior to the Closing Date. Securities issued in book entry form shall be issued to Cede & Co. as nominee of DTC pursuant to the blanket issuer letter of representations (the “DTC Agreement”), between the Company and DTC. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant shall deliver or cause to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as be delivered a principal and is not the agent or fiduciary of the Company, or any of the Company’s shareholders, creditors, employees or any other third party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company securities entitlement with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation Securities to the Company with respect to Representatives for the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective Affiliates may be engaged in a broad range accounts of transactions that involve interests that differ from those each Underwriter against payment of the purchase price by wire transfer of same day funds to a bank account designated by the Company. Time shall be of the essence, and (v) delivery at the Underwriters have not provided any legaltime and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate. The Company Securities shall be responsible registered in the name of Cede & Co., as nominee for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, 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 CompanyDTC.

Appears in 1 contract

Samples: Underwriting Agreement (Exelon Corp)

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