Purchases as Principals. Each sale of Program Securities to you as principals shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement or Units Terms Agreement that will provide for the sale of such Program Securities to and the purchase thereof by you. Each Notes Terms Agreement or Units Terms Agreement will take the form of either (i) a written agreement between you and the Company, which may be substantially in the form of Exhibit A or Exhibit A-1 (as applicable) hereto (in the case of Notes, a "Written Notes Terms Agreement," and in the case of Units, a "Written Units Terms Agreement"), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company.
Purchases as Principals. Unless otherwise agreed between an Agent and the Company, each Agent is assumed to be acting as principal for its own account or for resale to investors and other purchasers. Each sale of Notes to an Agent as principal for its own account or for resale to investors and other purchasers shall be made in accordance with the terms of this Agreement and the Procedures and a supplemental agreement which will provide for the sale of such Notes to, and the purchase and re-offering of Notes by, the applicable Agent. Any purchaser may utilize a selling or dealer group in connection with the resale of the Notes and may reallow any portion of its commission. Each supplemental agreement (which may be substantially in the form of Exhibit B to this Agreement), as amended or supplemented, is referred to as a “Terms Agreement.” Unless the context otherwise requires, each reference contained in this Agreement to “this Agreement” shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Terms Agreement shall be with respect to such information as is specified in Exhibit B hereto and as agreed to in writing by the Company and the applicable Agent. An 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, warranties, covenants and agreements of the Company herein contained and shall be subject to the terms and conditions set forth in this Agreement and any further terms and conditions set forth in such Terms Agreement. Each Terms Agreement shall specify such items as is set forth on Exhibit B, including the Time of Sale and the Settlement Date. Delivery of the Notes sold pursuant to any Terms Agreement shall be made as agreed to between the Company and the applicable Agent as set forth in the respective Terms Agreement, not later than the Settlement Date set forth in such Terms Agreement, against payment of immediately available funds to the Company in the net amount due to the Company for such Notes.
Purchases as Principals. Each sale of Notes to the Agents as principals, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement whether oral (and confirmed in writing by such Agents to the Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to, and the purchase thereof by, the Agents. A Purchase Agreement may also specify certain provisions relating to the reoffering of such Notes by the Agents. The commitment of the Agents to purchase Notes from the Company as principals 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. Each Purchase Agreement shall contain, to the extent applicable, those terms specified in Exhibit A hereto, including the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if the Agents purchase Notes as principals for resale such Agents shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Schedule A hereto. The Agents may utilize a selling or dealer group in connection with the resale of such Notes. In addition, the Agents may offer the Notes they have purchased as principals to other dealers. The Agents may sell Notes to any dealer at a discount and upon such terms as may be specified in the applicable Pricing Supplement. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountants letters and officers’ certificates pursuant to Section 5 hereof.
Purchases as Principals. Each sale of Notes to you as principals shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Notes Terms Agreement that will provide for the sale of such Notes to and the purchase thereof by you. Each Notes Terms Agreement will take the form of either (i) a written agreement between you and the Company, which may be substantially in the form of Exhibit A hereto (a "Written Notes Terms Agreement"), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company. Your commitment to purchase Notes as principal pursuant to a Notes 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. Each Notes Terms Agreement shall specify the principal amount of Notes to be purchased by you pursuant thereto, the maturity date of such Notes, the price to be paid to the Company for such Notes, the interest rate and interest rate formula, if any, applicable to such Notes and any other terms of such Notes. Each such Notes Terms Agreement may also specify any requirements for officers' certificates, opinions of counsel and letters from the independent auditors of the Company pursuant to Section 4 hereof. A Notes Terms Agreement may also specify certain provisions relating to the reoffering of such Notes by you.
Purchases as Principals. (a) Each sale of Program Securities to you as principals shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Program Securities to, and the purchase thereof by, you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Company, which will be substantially in the form of Exhibit D or Exhibit D-1 (as applicable) hereto (each a “Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company.
Purchases as Principals. (a) Each sale of Program Securities to you as principals shall be made in accordance with the terms of this Agreement. In connection with each such sale, the Company will enter into a Terms Agreement that will provide for the sale of such Program Securities to, and the purchase thereof by, you. Each Terms Agreement will take the form of either (i) a written agreement between you and the Company, which will be substantially in the form of Exhibit D hereto (each a “Terms Agreement”), or (ii) an oral agreement between you and the Company confirmed in writing by you to the Company, which may take the form of a trade ticket or confirmation of sale.
Purchases as Principals. Solicitations as Agents. ------------------------------------------------
