Common use of Purchases as Principal Clause in Contracts

Purchases as Principal. Unless otherwise agreed by the Agent and the Company, Notes purchased from the Company by the Agent as principal shall be made in accordance with terms agreed upon by the Agent and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the Agent and delivered to the Company). The Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes from the Company by the Agent as principal, the Agent shall specify the requirements for the officer’s certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof.

Appears in 2 contracts

Samples: Distribution Agreement (Merrill Lynch & Co Inc), Distribution Agreement (Merrill Lynch & Co Inc)

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Purchases as Principal. Unless otherwise agreed by the Agent and the Company, Every sale of Notes purchased from the Company by the to any Agent as principal shall be made in accordance with the terms agreed upon of this Agreement and a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (a “Terms Agreement”), if with Bear Xxxxxxx only, may take the form of a term sheet issued by the Agent Company whose terms are orally confirmed by Bear Xxxxxxx, or may be made in accordance with the terms of a separate written agreement to be entered into between Bear Xxxxxxx and/or the other Agents and the Company (which termsCompany, unless otherwise agreedsubstantially in the form of Exhibit D hereto, shall, to the extent applicable, include those terms specified or in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the Agent and delivered to such other form as the Company), Bear Xxxxxxx and/or the other Agents agree. The Any Agent’s commitment to purchase Notes as principal pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless Such Terms Agreement shall be expressly limited by its terms to the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Agent to purchase Notes from the Company as principaltransaction for which it was executed. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A Exhibit B hereto. The Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases purchase from the Company to such brokers and dealers. At the time of each purchase of Notes from the Company by the Agent such time, Bear Xxxxxxx, as principalLead Agent, the Agent in its sole discretion, shall specify the requirements for the officer’s certificatedelivery of certificates, opinion of counsel letters and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) opinions as are set forth in Section 6 hereof.

Appears in 1 contract

Samples: Distribution Agreement (Bear Stearns Companies Inc)

Purchases as Principal. Unless otherwise agreed by the an Agent and the CompanyBank, Bank Notes shall be purchased from the Company by the Agent as principal principal. Such purchases shall be made in accordance with terms agreed upon by the Agent and the Company Bank with respect to such information (as applicable) as is specified in EXHIBIT A hereto (a "Terms Agreement") (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation orally and which may or may not be confirmed in a writing in the form of EXHIBIT A prepared by the Agent and delivered mailed or sent via facsimile transmission to the CompanyBank). The Agent’s 's commitment to purchase Bank Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company Bank herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, Bank Notes shall be at a discount from the principal amount of each such Bank Note equivalent to with such discount being agreed upon between the Bank and the applicable commission set forth in Schedule A heretoAgent at the time of trade. The Agent may engage the services of any other broker or dealer in connection with the resale of the Bank Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company Bank to such brokers and dealers. At the time of each purchase of Bank Notes from the Company by the an Agent as principal, the Agent shall specify the requirements for the officer’s certificateofficers' certificates, opinion opinions of counsel and comfort letter letters pursuant to Sections 7(b8(b), 7(c8(c) and 7(d8(d) hereof.

Appears in 1 contract

Samples: Distribution Agreement (Firstmerit Corp /Oh/)

Purchases as Principal. Unless otherwise agreed by the an Agent and the Company, Notes shall be purchased from the Company by the Agent Agents as principal principal. Such purchases shall be made in accordance with terms agreed upon by the an Agent and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the such Agent and delivered mailed to the Company). The An Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless Each such purchase of Notes by an Agent shall be made by such Agent with the context otherwise requiresintention of reselling them as soon as practicable, references herein to “this Agreement” shall include in the applicable agreement sole judgment of the Agent to purchase Notes from the Company as principalsuch Agent. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The An Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes from the Company by the an Agent as principal, the such Agent shall specify the requirements for the officer’s certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c), 7(d) and 7(d7(e) hereof, respectively, and the requirements for a stand-off agreement, if any.

Appears in 1 contract

Samples: Distribution Agreement (Health Care Property Investors Inc)

Purchases as Principal. Unless otherwise agreed by the Purchasing Agent and the Company, Notes purchased from the Company by the Purchasing Agent as principal shall be made in accordance with terms agreed upon by the Purchasing Agent and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the Purchasing Agent and delivered to the Company). The Purchasing Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Purchasing Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Purchasing Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers and dealersbroker or dealer. At the time of each purchase of Notes from the Company by the Purchasing Agent as principal, the Purchasing Agent shall specify the requirements for the officer’s certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof.

Appears in 1 contract

Samples: Distribution Agreement (Merrill Lynch & Co Inc)

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Purchases as Principal. Unless otherwise agreed by the an Agent and the Company, Notes shall be purchased from the Company by the such Agent as principal principal. Such purchases shall be made in accordance with terms agreed upon by the Agent one or more Agents and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the such Agent or Agents and delivered mailed to the Company). The An Agent’s 's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company and U S WEST herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to "this Agreement" shall include the applicable agreement of the Agent one or more Agents to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A heretohereto for a Note of identical maturity. The Agent Agents may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it them as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes from the Company by the Agent one or more Agents as principal, the such Agent or Agents shall specify the requirements for the officer’s certificatestand-off agreement, opinion officers' certificates, opinions of counsel and comfort letter pursuant to Sections 7(b4(h), 7(c8(b), 8(c) and 7(d8(d) hereof.

Appears in 1 contract

Samples: Distribution Agreement (Us West Capital Funding Inc)

Purchases as Principal. Unless otherwise agreed by the an Agent and the Company, Notes shall be purchased from the Company by the Agent as principal principal. Such purchases shall be made in accordance with terms agreed upon by the Agent and the Company with respect to such information (as applicable) as is specified in Exhibit A hereto (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the Agent and delivered mailed or sent via facsimile transmission to the Company). The Each Agent’s 's commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A I hereto. The Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal and may allow all or any portion of the discount received by it in connection with such purchases from the Company to such brokers and dealers. At the time of each purchase of Notes from the Company by the an Agent as principal, the Agent shall specify the requirements for the stand-off agreement, officer’s 's certificate, opinion of counsel and comfort letter pursuant to Sections 4(j), 7(b), 7(c) and 7(d) hereof.

Appears in 1 contract

Samples: Distribution Agreement (Bank of Boston Corp)

Purchases as Principal. Unless otherwise agreed by the Agent and the Company, Purchases of Notes purchased from the Company by the Purchasing Agent as principal shall be made in accordance with terms agreed upon by between the Purchasing Agent and the Company (which terms, unless otherwise agreed, shall, to the extent applicable, include those terms specified in Exhibit A hereto and shall be agreed upon orally, with written confirmation prepared by the Purchasing Agent and delivered mailed to the Company). The Purchasing Agent’s commitment to purchase Notes as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Unless the context otherwise requires, references herein to “this Agreement” shall include the applicable agreement of the Purchasing Agent to purchase Notes from the Company as principal. Each purchase of Notes, unless otherwise agreed, shall be at a discount from the principal amount of each such Note equivalent to the applicable commission set forth in Schedule A hereto. The Purchasing Agent may engage the services of any other broker or dealer in connection with the resale of the Notes purchased by it as principal principal, provided that the Purchasing Agent, on a periodic basis, will provide the Company with a list of those brokers and dealers so engaged. The Purchasing Agent may allow all or any portion of the discount received by it in connection with such purchases from to any broker or dealer, provided that such allowance does not exceed the Company to such brokers and dealersdesignated reallowance portion. At the time of each purchase of Notes from the Company by the Purchasing Agent as principal, the Purchasing Agent shall specify the requirements for the officer’s officers’ certificate, opinion of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof.

Appears in 1 contract

Samples: Distribution Agreement (United Parcel Service Inc)

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