Common use of Purchases as Principals Clause in Contracts

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 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”"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 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 and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed to any dealer will not be in excess of 66 2/3% of the discount to be received by such Agents from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountants accountant's letters and officers’ ' certificates pursuant to Section 5 hereof.

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 -11- 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”"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.