Common use of Sale and Delivery to Underwriters Closing Clause in Contracts

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.095% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A hereto, plus accrued interest from, and including, May 13, 2020 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of the Notes set forth in Schedule A hereto opposite the name of such Underwriter at a purchase price of 98.09599.65% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A heretoNotes, plus accrued interest from, and including, May 13, 2020 any additional number of Notes that such Underwriter may become obligated to purchase pursuant to the Closing Time (as defined below). The Company will not be obligated to deliver any provisions of the Securities except upon payment for all the Securities to be purchased as provided hereinSection 9 hereof. (b) Payment for of the purchase price, and delivery of certificates, for the Securities Notes shall be made at the offices office of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New YorkXxxxxxxx, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 a.m. (10:00 A.M. New York City time) time on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). (c) . Payment for the Securities shall be made to the Company by wire transfer in immediately available or certified or official bank check of same day funds payable to the account(s) specified by order of the Company to the Representatives Company, against delivery to the nominee Underwriters of certificates for the Notes to be purchased by it. Unless otherwise agreed, certificates for the Notes shall be deposited with a custodian for The Depository Trust CompanyCompany ("DTC") and registered in the name of Cede & Co., as nominee for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing TimeDTC.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of the Notes set forth in Schedule A hereto opposite the name of such Underwriter at a purchase price of 98.09599.342% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite Notes, plus any additional number of Notes that such Underwriter’s name in Schedule A heretoUnderwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, plus accrued interest frominterest, and includingif any, May from July 13, 2020 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon 1999, if payment for all the Securities to be purchased as provided hereinand delivery occurs after July 13, 1999. (b) Payment for of the purchase price, and delivery of certificates, for the Securities Notes shall be made at the offices office of Xxxxx Xxxx Simpson Thacher & Xxxxxxxx LLP, New York, New YorkBartlett, or at such other place as shall be agreed upon by the Representatives and xxxx xx xxx Xxxerwxxxxxx xnd the Company, at 9:00 a.m. (9:30 A.M. New York City time) time on the third fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 10I.E., July 13, 1999), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “"Closing Time”" and "Closing Date", respectively). (c) . Payment for the Securities shall be made to the Company by wire transfer in immediately available or certified or official bank check of same day funds payable to the account(s) specified by order of the Company to the Representatives Company, against delivery to the nominee Underwriters of The Depository Trust Company, certificates for the account of Notes to be purchased by it (unless such Notes are issuable only in the Underwriters, form of one or more global notes representing securities registered in the Securities (collectivelyname of a depository or a nominee of a depository, in which event the “Global Notes”), with any transfer taxes payable Underwriters' interest in connection with the sale of the Securities duly paid by the Company. The Global Notes will such global certificate shall be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior noted in a manner satisfactory to the Closing TimeUnderwriters and their counsel). Unless otherwise agreed, certificates for the Notes shall be deposited with a custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of the Notes set forth in Schedule A hereto opposite the name of such Underwriter at a purchase price of 98.09599.609% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite Notes, plus any additional number of Notes that such Underwriter’s name in Schedule A heretoUnderwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, plus accrued interest frominterest, and includingif any, May from July 13, 2020 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon 1999, if payment for all the Securities to be purchased as provided hereinand delivery occurs after July 13, 1999. (b) Payment for of the purchase price, and delivery of certificates, for the Securities Notes shall be made at the offices office of Xxxxx Xxxx Simpson Thacher & Xxxxxxxx LLP, New York, New YorkBartlett, or at such other place as shall be agreed upon xx xxxxxx xxxx by the Representatives Xxxxrwriters and the Company, at 9:00 a.m. (9:30 A.M. New York City time) time on the third fourth business day after the date hereof (unless postponed in accordance with the provisions of Section 10i.e., July 13, 1999), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “"Closing Time”" and "Closing Date", respectively). (c) . Payment for the Securities shall be made to the Company by wire transfer in immediately available or certified or official bank check of same day funds payable to the account(s) specified by order of the Company to the Representatives Company, against delivery to the nominee Underwriters of The Depository Trust Company, certificates for the account of Notes to be purchased by it (unless such Notes are issuable only in the Underwriters, form of one or more global notes representing securities registered in the Securities (collectivelyname of a depository or a nominee of a depository, in which event the “Global Notes”), with any transfer taxes payable Underwriters' interest in connection with the sale of the Securities duly paid by the Company. The Global Notes will such global certificate shall be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior noted in a manner satisfactory to the Closing TimeUnderwriters and their counsel). Unless otherwise agreed, certificates for the Notes shall be deposited with a custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.095(i) 98.813% of the principal amount thereof, the aggregate principal amount of the Securities 2025 Notes set forth opposite such Underwriter’s name in Schedule A hereto and (ii) 98.782% of the principal amount thereof, the aggregate principal amount of the 2045 Notes set forth opposite such Underwriter’s name in Schedule A hereto, in each case plus accrued interest frominterest, and includingif any, from May 1315, 2020 2015 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase the price of 98.095% of the principal amount thereofset forth in Schedule B hereto, the aggregate principal amount of the Securities Notes set forth opposite such Underwriter’s name in Schedule A heretohereto opposite the name of such Underwriter, plus accrued interest from, and including, May 13, 2020 any additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the Closing Time (as defined below). The Company will not be obligated to deliver any provisions of the Securities except upon payment for all the Securities to be purchased as provided hereinSection 9 hereof. (b) Pursuant to Rule 15c6-1(d) under the 1934 Act, settlement of this offering will be five (5) business days following the execution of this Agreement (the “Settlement Date”). Payment for of the purchase price for, and delivery of certificates for, the Securities Notes shall be made at the offices office of Xxxxx Xxxxxx, Xxxx & Xxxxxxxx LLP, New York0000 Xxxxxxx Xxxx Xxxx, New YorkXxxxx 00, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 a.m. 6:00 A.M. (New York City Las Vegas time) on the third business day after the date hereof Closing Date (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company 9) (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made to the Company by wire transfer in immediately available funds to the account(s) specified an account or sub-account designated by the Company prior to the Representatives Closing Time, against delivery to the nominee Representative for the respective accounts of the Underwriters of the Notes to be purchased by them. Global certificates representing the Notes shall be delivered to The Depository Trust Company, for the account of Company (“DTC”). Interests in the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global ’ Notes will be made represented by book entries on the records of DTC as the Representative may request not less than two full business days in advance of the Closing Date. The Company agrees to have the global certificates, if any, available for inspection by the Representative in New York, New York, not later than 1:00 p.m. (New York City time) on the business day prior to the Closing TimeDate.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.09598.813% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A hereto, plus accrued interest frominterest, and includingif any, May 13from March 6, 2020 2019 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.09598.389% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A hereto, plus accrued interest from, and including, May 13March 7, 2020 2023 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.09597.718% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A hereto, plus accrued interest from, and including, May 13June 5, 2020 2024 to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third tenth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of the Notes set forth in Schedule A hereto opposite the name of such Underwriter at a purchase price of 98.095_____% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A heretoNotes, plus accrued interest from, and including, May 13, 2020 any additional number of Notes that such Underwriter may become obligated to purchase pursuant to the Closing Time (as defined below). The Company will not be obligated to deliver any provisions of the Securities except upon payment for all the Securities to be purchased as provided hereinSection 9 hereof. (b) Payment for of the purchase price, and delivery of certificates, for the Securities Notes shall be made at the offices office of Xxxxx Xxxx Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, New York, New YorkXxxxxxxx, or at such other place as shall be agreed upon by the Representatives Underwriters and the Company, at 9:00 a.m. (10:00 A.M. New York City time) time on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 10)hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Underwriters and the Company (such time and date of payment and delivery being herein called “"Closing Time”"). (c) . Payment for the Securities shall be made to the Company by wire transfer in immediately available or certified or official bank check of same day funds payable to the account(s) specified by order of the Company to the Representatives Company, against delivery to the nominee Underwriters of The Depository Trust Company, certificates for the account of Notes to be purchased by it (unless such Notes are issuable only in the Underwriters, form of one or more global notes representing securities registered in the Securities (collectivelyname of a depository or a nominee of a depository, in which event the “Global Notes”), with any transfer taxes payable Underwriters' interest in connection with the sale of the Securities duly paid by the Company. The Global Notes will such global certificate shall be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior noted in a manner satisfactory to the Closing TimeUnderwriters and their counsel). Unless otherwise agreed, certificates for the Notes shall be deposited with a custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, the Securities, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.095110.254% of the principal amount thereof, the aggregate principal amount of the Securities set forth opposite such Underwriter’s name in Schedule A hereto, plus accrued interest from, and including, May 13September 15, 2020 2019, the most recent interest payment date for the Existing 2029 Notes prior to the Closing Time (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities shall be made at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, New York, New York, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (New York City time) on the third sixth business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”). (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Notes will be made available for inspection by the Representative not later than 1:00 p.m. (New York City time) on the business day prior to the Closing Time.