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, at 99.052% of the principal amount thereof, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Xxxxxx & Xxxxxxx, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 7:00 a.m., California time, on June 25, 2002, 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"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not relieve such Underwriter from its

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, at 99.052% of and each Underwriter, severally and not jointly, agrees to purchase from the principal amount thereofCompany, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter on Schedule I hereto, plus any additional at a purchase price equal to 99.064% of the aggregate principal amount thereof. Deliveries of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of a certificate or certificates for, for the Securities shall be made at the office offices of Xxxxxx Txxxxxx Xxxxxxxx & XxxxxxxWxxx llp in The City of New York, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxxx, Xxxxxxxxxx 00000New York, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such other place as shall be agreed upon by the Representatives Representative and the Company, at 7:00 no later than 10:00 a.m., California New York City time, on June 25May 1, 2002, 2007 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called "the “Closing Time"”). It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. KBW, individually and not as Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representatives Representative may request in writing at least one two business day before days prior to the Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price All certificates for the Securities shall be made available for examination and packaging, if applicable, by the Representative in The City of New York on the business day prior to the Closing Time. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be purchased genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any Underwriter whose check has not been received opinions or certificates or other documents delivered by Closing Time, but such payment shall not relieve such Underwriter from itsthe Company or its counsel or designees to them.

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, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the principal amount of Securities set forth in Schedule A hereto opposite the name of such Underwriter at 99.052a purchase price equal to ______% of the principal amount thereof, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such Underwriterplus accrued interest, if any, from ___________ __, 1996, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) . Payment of the purchase price for, and delivery of certificates forof, the Securities shall be made at the office offices of Xxxxxx Xxxxxxx Xxxxxxx & XxxxxxxXxxxxxxx, 000 Xxxx Xxxxxx XxxxxXxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxx Xxx Xxxx, Xxxxxxxxxx Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives you and the Company, at 7:00 a.m., California time10:00 A.M., on June 25, 2002the [third][fourth] business day (unless postponed in accordance with the provisions of Section 10) following the date of this Agreement, 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"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company funds, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the The Securities shall be in fully registered book-entry form in such denominations and registered in such names as the Representatives Underwriters may request in writing at least one two business day days before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of shall be made available for examination and packaging by the purchase price for, Underwriters not later than 10:00 A.M. on the Securities which it has agreed last business day prior to purchase. Each of Xxxxxxx Xxxxx and Credit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not relieve such Underwriter from its.

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, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 99.052% of the principal amount thereofprice set forth in Schedule B, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof. (b) Payment of the purchase price for, and delivery of the certificates for, the Securities shall be made at the office offices of Xxxxxx O’Melveny & XxxxxxxXxxxx LLP, 000 Xxxx 7 Times Square, Times Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000, Xxx Xxxx 00000 or at such other place as shall be agreed upon by the Representatives and the Company, at 7:00 10:00 a.m., California New York time, on June 25May 18, 20022006 (unless postponed in accordance with Section 11 hereof), 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"”). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and registered in such names as the Representatives Underwriters may request in writing at least one two business day days before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its accounttheir respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit Suissethe Representatives, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has funds have not been received by Closing Time, but such payment shall not relieve such Underwriter from itsits obligations hereunder. The certificates for the Securities will be made available for examination and packaging by the Representatives not later than 10:00 a.m. New York Time on the last business day prior to Closing Time at the offices of JPMorgan Chase Bank.

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 Seller agrees to sell to each UnderwriterUnderwriter and each Underwriter agrees, severally and not jointly, at 99.052% of to purchase from the principal amount thereofSeller, the aggregate principal amount of Debt Securities Underwritten Notes set forth opposite its name in the Pricing Agreement at the respective prices to be determined by agreement between the Seller and you, which prices shall be set forth in Schedule A opposite the name Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of such Underwriterbusiness on the fourth business day following the date of this Agreement, plus this Agreement shall terminate forthwith, without liability of any additional principal amount of Securities which such Underwriter may become obligated party to purchase pursuant any other party, unless otherwise agreed to by the provisions of Section 10 hereof.Seller and you. ​ ​ (b) Payment of the purchase price for, and delivery of certificates forof, the Securities Underwritten Notes shall be made at the office of Xxxxxx Xxxxxxxx & Xxxxx LLP, 000 Xxxxx XxXxxxx, Xxxxxxx, 000 Xxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxx Xxxx, Xxxxxxxxxx XX 00000, or at such other place as shall be agreed upon by the Representatives and the CompanySeller at 10:00 A.M. on March 19, at 7:00 a.m., California time, on June 25, 2002, 2024 or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Seller (such time and date of payment and delivery being herein called "the “Closing Time"” and such date of delivery being called the “Closing Date”). Payment shall be made by the Representatives to the Company by wire transfer of immediately available Seller in same day funds to a bank account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for Underwritten Notes to, or at the Securities to be purchased by themdirection of, the Representatives. Certificates for the Securities The Underwritten Notes shall be in such denominations and registered in such names as the Representatives may request in writing at least one two business day days before Closing Time. It is understood that each Underwriter has authorized The Underwritten Notes, which may be in temporary form, will be made available for examination and packaging by the Representatives, for its account, Representatives not later than 10:00 A.M. on the last business day prior to accept delivery of, receipt for, and make payment Closing Time. The Underwritten Notes will be represented initially by Underwritten Notes registered in the name of the purchase price forCede & Co., the Securities which it has agreed to purchase. Each nominee of Xxxxxxx Xxxxx and Credit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not relieve such Underwriter from itsThe Depository Trust Company.

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 SoCo Capital agrees to sell to each Underwriter, severally and not jointly, at 99.052% of and each Underwriter, severally and not jointly, agrees to purchase from SoCo Capital, the principal amount thereof, the aggregate principal amount of Debt Securities Notes set forth in Schedule A I to this Agreement opposite the name of such Underwriter, plus any additional principal amount of Securities which Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a price equal to 99.235% of the principal amount thereof. (b) Payment of the purchase price for, and delivery of certificates for, the Securities Notes shall be made at the office offices of Xxxxxx & XxxxxxxTroutman Sanders, 000 LLP, 600 Peachtree Street, N.E., Atlanta, Georxxx xx 00:00 X.X., New Xxxx Xxxxxx Xxxxxxxxx, Xxxxx 0000xx Xxxxxxxx 0, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by 0000 (xxxxxx xxxxxoned in accordance with the Representatives and the Company, at 7:00 a.m., California time, on June 25, 2002, provisions of Section 10) or such other time not later than ten business days after such time, place or date as shall be agreed upon by the Representatives Representative, SoCo Capital and the Company (such time and date of payment and delivery being herein called the "Closing TimeDate"). Payment shall be made to the Company SoCo Capital, by wire transfer of immediately available in federal funds to a bank account designated by at the Company Closing Date, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities Notes to be purchased by them. Certificates for The delivery of the Securities Notes shall be made in such denominations and fully registered form, registered in the name of CEDE & CO., to the offices of The Depository Trust Company in New York, New York or its designee, and the Representative shall accept such names as the Representatives may request in writing at least one business day before Closing Timedelivery. It is understood that each Underwriter has authorized the RepresentativesRepresentative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities Notes which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit SuisseThe Representative, individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities Notes to be purchased by any Underwriter whose check has funds have not been received by the Closing TimeDate, but such payment shall not relieve such Underwriter from itsits obligations hereunder. (c) The certificate(s) for the Notes will be made available for examination and packaging by the Representative not later than 12:00 Noon, New York time, on the last business day prior to the Closing Date.

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, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 99.052% of the principal amount thereofprice set forth in the Pricing Agreement, the aggregate principal amount of Debt Securities set forth in Schedule A opposite the name of such UnderwriterUnderwriter (except as otherwise provided in the Pricing Agreement), plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. The initial public offering price of the Securities shall be a fixed price to be determined by agreement between the Representative and the Company. The interest rate on the Securities likewise shall be determined by agreement between the Company and the Representative. The initial public offering price, the interest rate and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices and interest rate have not been agreed upon and the Pricing Agreement has not been executed and delivered by the parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Company and the Representative. (b) Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Xxxxxx Konowiecki & XxxxxxxRank, 000 633 Xxxx Xxxxxx XxxxxXxxxx Xxxxxx, Xxxxx 0000, Xxxxx XxxxXxx Xxxxxxx, Xxxxxxxxxx 00000Xxxxxxxxxx, or xx at such other place as shall be agreed upon by the Representatives Representative and the Company, at 7:00 a.m., California time, 10:00 A.M. on June 25, 2002the third business day (unless postponed in accordance with the provisions of Section 10) following the execution of the Pricing Agreement, or such other time not later than ten five business days after such date as shall be agreed upon by the Representatives Representative and the Company (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Company by wire transfer in same day funds payable to the order of immediately available funds to a bank account designated by the Company Company, against delivery to the Representatives Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for One or more global certificates representing the Securities shall be delivered to The Depository Trust Company ("DTC"). Interests in such denominations and registered in such names the Underwriters' Securities will be represented by book entries on the records of DTC as the Representatives Representative may request not less than two full business days in writing at least one advance of the Closing Date. The Company agrees to have the global certificate(s), if any, available for inspection by the Representative in New York, New York, not later than 1:00 p.m. Eastern Daylight Time on the business day before prior to the Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit Suisse, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not relieve such Underwriter from itsDate.

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 Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at 99.052% the price per Preferred Security of the principal amount thereof$25.00, the aggregate principal amount number of Debt Preferred Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional principal amount number of Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of the certificates forevidencing, the Preferred Securities to be purchased by the Underwriters shall be made at the office of Xxxxxx O'Melveny & XxxxxxxXxxxx, 000 Xxxxx Xxxx Xxxxxx XxxxxXxxxxx, Xxxxx 0000, Xxxxx XxxxXxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the CompanyOfferors, at 7:00 a.m., California Los Angeles time, on June 25December 11, 20021995 (unless postponed in accordance with the provisions of Section 10 hereof), or at such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company Offerors (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Company Trust by wire transfer certified or official bank check or checks in next day funds payable to the order of immediately available funds to a bank account designated by the Company Trust against delivery to the Representatives for the respective accounts of the Underwriters of the certificates for the Preferred Securities to be purchased by them. Certificates for the Preferred Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before prior to Closing Time. It is understood that each Underwriter has authorized the Representatives, for its accounttheir respective accounts, to accept delivery of, receipt for, and make payment of the purchase price for, the Preferred Securities which it has agreed to purchase. Each of Xxxxxxx Xxxxx and Credit SuisseXxxxx, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Preferred Securities to be purchased by any Underwriter whose check has not been received by Closing Time, but such payment shall not relieve such Underwriter from itsits obligations hereunder. The certificates for the Preferred Securities will be made available for examination and packaging by the Representatives on or before 10:00 a.m. New York City time on the last business day prior to Closing Time. (c) In view of the fact that the proceeds of the sale of the Preferred Securities will be invested by the Trust in the Subordinated Notes, the Company hereby agrees to pay the several Underwriters as compensation (the "Underwriters' Compensation") for their arranging for the investment therein of such proceeds, $.7875 per Preferred Security ($3,150,000 in the aggregate); provided, however, that the compensation per Preferred Security for sales of 10,000 or more Preferred Securities to a single purchaser shall be $.50. Such Underwriters' Compensation shall be payable to the Underwriters by wire transfer of immediately available funds to Xxxxxxx Xxxxx or to its order at the Closing Time.