Purchase, Sale and Delivery of Offered Notes. On the Closing Date, on the basis of the representations, warranties and agreements in this Agreement, but subject to the terms and conditions in this Agreement, the Depositor will sell to the Underwriters, and the Underwriters will, severally and not jointly, purchase from the Depositor, the principal amounts of the Offered Notes listed opposite the Underwriters’ names in the Terms Annex for the purchase prices stated in the Terms Annex. Payment for the Offered Notes will be made to the Depositor or to its order by wire transfer at 10:00 a.m., New York City time, on the closing date stated in the Terms Annex (the “Closing Date”) or at another time not later than seven business days after that date as the Representatives and the Depositor may agree. Payment for the Offered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Xxxxxx Xxxxxx Rosenman LLP, New York, New York, on the Closing Date. Each of the Offered Notes will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company. The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of The Depository Trust Company and its participating members.
Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Issuer agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Issuer, at a purchase price of 100% of the principal amount thereof, the respective principal amounts of Offered Notes set forth opposite the names of the several Purchasers in Schedule A hereto.
(b) The Issuer will deliver against payment of the purchase price the Offered Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Notes”) in the form of one or more permanent global notes in registered form without interest coupons (the “Regulation S Global Notes”) which will be deposited with the Trustee as custodian for Cede & Co., as nominee of The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuer will deliver against payment of the purchase price the Offered Notes to be purchased by the Purchasers hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Notes”) in the form of one permanent global note in definitive form without interest coupons (the “Restricted Global Note”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Notes and the Restricted Global Note shall be assigned separate CUSIP numbers. The Global Notes shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Notes, interests in the Regulation S Global Notes may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Document. Payment for the Regulation S Notes and the 144A Notes shall be made by the Purchasers in Federal (same day) funds by or wire transfer to an ...
Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.125% of the principal amount thereof with respect to the Notes, plus accrued interest, if any, from May 8, 2003, to the Closing Date, the principal amount of Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto. The Company shall not be obligated to deliver any of the Notes except upon payment for all of the Notes to be purchased as provided herein. Delivery of and payment for the Notes shall be made at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or at such otxxx xxace as xxxxx xx xxxxxx xxxx xx Xxxxxxxxx Xxxxxx Markets Inc. and the Company, at 10:00 A.M., New York City time, on May 8, 2003, or at such other date or time as shall be agreed upon by Citigroup Global Markets Inc. and the Company (such date and time being referred to herein as the "Closing Date"). The Notes to be purchased by each Initial Purchaser hereunder and sold to Qualified Institutional Buyers (as defined below) shall be represented by one or more global notes (the "144A Global Notes") in book-entry form. The Notes to be purchased by each Initial Purchaser hereunder and sold by the Initial Purchasers in reliance on Regulation S of the Act shall be represented by one of more global notes (the "Regulation S Global Notes," and together with the 144A Global Notes, the "Global Notes") in book-entry form. On the Closing Date, the Company shall deliver or cause to be delivered the Notes to Citigroup Global Markets Inc. for the account of each Initial Purchaser against payment to or upon the order of the Company of the purchase price by wire transfer payable in Federal (same-day) funds by causing The Depository Trust Company to credit the Notes to the accounts designated by Citigroup Global Markets Inc. at The Depository Trust Company.
(b) The Initial Purchasers have advised the Company that they propose to offer the Notes for resale (the "Exempt Resales") upon the terms and subject to the conditions set forth herein and in the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that (i) it is purchasing the Notes pursuant to a private sale exempt from re...
Purchase, Sale and Delivery of Offered Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree to purchase from the Company, the principal amount of Offered Notes set forth opposite each such Underwriter’s name on Schedule I hereto. The purchase price for the Offered Notes is set forth as a percentage of the aggregate principal balance of the Offered Notes in Schedule I hereto. The Company will deliver the Offered Notes to the Representative, against payment of the purchase price therefor in same day funds wired to such bank as may be designated by the Company, or by such other manner of payment as may be agreed upon by the Company and the Underwriters, at the offices of [Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP], New York, NY at 10:00 A.M., Eastern time, on _____ __, 200_ or at such other place or time not later than seven full business days thereafter as the Representative and the Company determine, such time being referred to herein as the “Closing Date.” The Offered Notes so to be delivered will be in such denominations and registered in such names as the Representative requests two full business days prior to the Closing Date and will be made available at the office of ________, [city], [state] or, upon the Representative’s request, through the facilities of The Depository Trust Company.
Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements contained in this Underwriting Agreement, but subject to the terms and conditions set forth in this Underwriting Agreement, the Depositor agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Depositor, the respective original principal amounts of the Offered Notes set forth in Schedule I hereto opposite the name of such Underwriter, plus any additional original principal amount of Offered Notes which such Underwriter may be obligated to purchase pursuant to Section 12 hereof, at the purchase price therefor set forth in Schedule I hereto.
(b) Against payment of the purchase price specified in Schedule I hereto in same day funds drawn to the order of the Depositor (or paid by such other manner as may be agreed upon by the Depositor and the Representative), the Depositor will deliver the Offered Notes to the Underwriters at the offices of Xxxxx Xxxxx LLP, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on November 20, 2007, or at such other place and time as the Representative and the Depositor shall agree upon, each such time being herein referred to as a "Closing Date." The Offered Notes will initially be maintained through the facilities of The Depository Trust Company, as indicated in the Prospectus Supplement.
Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the aggregate principal amounts of the [Offered] Notes set forth opposite the names of the Underwriters in Schedule 1 hereto.
(b) The [Class A-1] [Offered] Notes are to be purchased by the Underwriters at a purchase price equal to [●]% of the aggregate principal amount thereof. [The Class A-2 Notes are to be purchased by the Underwriters at a purchase price equal to [●]% of the aggregate principal amount thereof.]
(c) Against payment of the purchase price by wire transfer of immediately available funds to the Trust, the Trust will deliver the [Offered] Notes to the Representative, for the account of the Underwriters, at the office of Xxxxx Xxxxx LLP, at 00 X. Xxxxxx Drive, Chicago, Illinois 60606 or at such other place as shall be agreed upon by the Representative, the Depositor and the Servicer, on [●], 20[●], at [●] [a.m.][p.m.], New York time, or at such other time not later than seven full Business Days thereafter as the Representative, the Depositor and the Trust determine, such time being herein referred to as the “Series 20[●]-[●] Issuance Date.” The [Offered] Notes to be so delivered will be initially represented by one or more securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the [Offered] Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive securities evidencing the [Offered] Notes will be available only under the limited circumstances set forth in the Indenture.
