Common use of Purchase, Sale, Delivery and Payment; Representations and Warranties and Covenants of the Underwriters Clause in Contracts

Purchase, Sale, Delivery and Payment; Representations and Warranties and Covenants of the Underwriters. (a) The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount of the Notes set forth opposite such Underwriter's names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company shall be equal to 98.375% of the principal amount thereof, plus accrued interest from February 15, 2015 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided hereunder. (b) Delivery of certificates for the Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place as may be agreed to by the Company and the Representative in writing) at 9:30 a.m. New York time, on June 11, 2015, or at such other time on the same or such other date, not later than the seventh business day thereafter, as the Representative and the Company shall agree upon in writing (the time and date of such delivery and payment are called the “Closing Date”). Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Meritor Inc)

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Purchase, Sale, Delivery and Payment; Representations and Warranties and Covenants of the Underwriters. (a) The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount of the Notes set forth opposite such Underwriter's names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company shall be equal to 98.37598.25% of the principal amount thereof, plus accrued interest interest, if any, from February 15May 31, 2015 2013 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided hereunder. (b) Delivery of certificates for the Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxx Dxxxx Xxxx & Xxxxxxxx Wxxxxxxx LLP, 000 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place as may be agreed to by the Company and the Representative Representatives in writing) at 9:30 9:00 a.m. New York time, on June 11May 31, 20152013, or at such other time on the same or such other date, and date not later than the seventh business day thereafter1:30 p.m. New York time, on June 14, 2013, as the Representative Representatives and the Company shall agree upon in writing (the time and date of such delivery and payment are called the “Closing Date”). Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Meritor Inc)

Purchase, Sale, Delivery and Payment; Representations and Warranties and Covenants of the Underwriters. (a) The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount of the Notes set forth opposite such Underwriter's names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company shall be equal to 98.37598.25% of the principal amount thereof, plus accrued interest interest, if any, from February 1513, 2015 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided hereunder. (b) Delivery of certificates for the Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place as may be agreed to by the Company and the Representative Representatives in writing) at 9:30 a.m. New York time, on June 11February 13, 20152014, or at such other time on the same or such other date, and date not later than the seventh business day thereafter1:30 p.m. New York time, on February 27, 2014, as the Representative Representatives and the Company shall agree upon in writing (the time and date of such delivery and payment are called the “Closing Date”). Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Meritor Inc)

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Purchase, Sale, Delivery and Payment; Representations and Warranties and Covenants of the Underwriters. (a) The Company agrees to issue and sell to the several Underwriters the Notes upon the terms herein set forth and, on the basis of the representations, warranties and agreements and upon the terms but subject to the conditions herein set forth, each Underwriter agrees, severally and not jointly, to purchase from the Company the respective aggregate principal amount of the Notes set forth opposite such Underwriter's ’s names on Schedule A. The purchase price per Note to be paid by the several Underwriters to the Company shall be equal to 98.37595.774% of the principal amount thereof, plus accrued interest interest, if any, from February 15March 3, 2015 2010 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Notes except upon payment for all the Notes to be purchased as provided hereunder. (b) Delivery of certificates for the Notes to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx 450 Lexing- xxx Xxxxxx, Xxx Xxxx, XX 00000 (or such other place as may be agreed to by the Company and the Representative Representatives in writing) at 9:30 9:00 a.m. New York time, on June 11March 3, 20152010, or at such other time on the same or such other date, and date not later than the seventh business day thereafter1:30 p.m. New York time, on March 17, 2010, as the Representative Representatives and the Company shall agree upon in writing (the time and date of such delivery and payment are called the “Closing Date”). Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative Representatives shall otherwise instruct. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Arvinmeritor Inc)

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