Sale and Delivery. to the Underwriter[s]; Closing. The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on the basis of the representations and warranties herein contained. Subject to the terms and conditions herein set forth, the Company agrees to sell, or to cause one of its affiliates to sell, to [the] [each] Underwriter, [severally and not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase from the Company, at a purchase price equal to [(i)] ___% of the original stated amount of the [Class ___] Certificates [[,][and] (ii) ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% of the original stated amount of the [Class ___] Notes] [and (iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities set forth on Schedule A hereto opposite the name of such Underwriter[, plus any additional original stated amount of Securities which such Underwriter may be obligated to purchase pursuant to Section 10 hereof]. Delivery of, and payment of the purchase price for, the Securities shall be made at the office of Skadden, Arps, Slate Meagher & Flom LLP, Four Times Sxxxxx, New Xxxk, New Xxxx 00000, xx xx xxxx xxxxx xxxxx xx xxxxl be agreed upon by you and the Company, at 10:00 A.M. on _______, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available funds, payable to or upon the order of the Company. Such Certificates shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. The Certificates will be made available for examination and packaging by you in New York, New York not later than 10:00 A.M. on the business day next preceding the Closing Time. The Certificates to be so delivered will initially be represented by one or more Certificates registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereof.
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Samples: Underwriting Agreement (Gs Mortgage Securities Corp), Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp)
Sale and Delivery. to the Underwriter[s]; Closing. The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on the basis of the representations and warranties herein contained. (a) Subject to the terms and conditions herein set forth, the Company agrees to sellissue and sell to each of the Underwriters, or to cause one and each of its affiliates to sellthe Underwriters agrees, to [the] [each] Underwriter, [severally and not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase from the Company, at a purchase price equal to [(i)] ___% of the original stated principal amount of the [Class ___] Certificates [[,][and] (ii) ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% of the original stated amount of the [Class ___] Notes] [and (iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities Notes set forth on in Schedule A hereto I opposite the name of such Underwriter[, Underwriter (plus any an additional original stated amount of Securities which Notes that such Underwriter may be become obligated to purchase pursuant to the provisions of Section 10 8 hereof]. Delivery of, and payment ) at a price equal to 99.366% of the purchase price forprincipal amount thereof, the Securities shall be made at the office of Skaddenplus accrued interest, Arpsif any, Slate Meagher & Flom LLPfrom August 10, Four Times Sxxxxx, New Xxxk, New Xxxx 00000, xx xx xxxx xxxxx xxxxx xx xxxxl be agreed upon by you and the Company, at 10:00 A.M. on _______, or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made in immediately available funds, payable to or upon the order of the Company. Such Certificates shall be in such denominations and registered in such names as you may request in writing at least two business days prior 2023 to the Closing Time. Date.
(b) The Certificates will be made available for examination and packaging by you in New York, New York not later than 10:00 A.M. on the business day next preceding the Closing Time. The Certificates Notes to be so delivered purchased by each Underwriter hereunder will initially be represented by one or more Certificates registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Notes to Xxxxxx Xxxxxxx & Co. LLC, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the name United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxxx Xxxxxxx & Co. LLC, by causing DTC to credit the Notes to the account of Cede Xxxxxx Xxxxxxx & Co.Co. LLC, the nominee of at DTC. The interests of beneficial owners Company will cause the global certificate representing the Notes to be made available to Barclays Capital Inc., Citigroup Global Markets Inc. and Xxxxxx Xxxxxxx & Co. LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Certificates Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on August 10, 2023 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”
(c) The documents to be delivered on the Closing Date by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross-receipt for the Notes and any additional certificates requested by the Underwriters pursuant to Section 6(h) hereof, will be represented by book entries delivered at such time and date at the offices of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000-4995 or such other location as the Representatives and the Company may agree in writing (the “Closing Location”), and the Notes will be delivered at the Designated Office, all on the records Closing Date. A meeting will be held at the Closing Location at 1:00 p.m., New York City time or at such other time as the Representatives and the Company may agree in writing, on the New York Business Day next preceding the Closing Date, at which meeting the final drafts of DTC the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 2, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and participating members thereofFriday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.
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Sale and Delivery. to the Underwriter[s]; Closing. The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on the basis of the representations and warranties herein contained. (a) Subject to the terms and conditions herein set forth, (i) the Company agrees to sellissue and sell to each of the Underwriters, or to cause one and each of its affiliates to sellthe Underwriters agrees, to [the] [each] Underwriter, [severally and not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase from the Companypurchase, at a purchase price equal to [(i)] of $___% of the original stated amount of the [Class ___] Certificates [[,][and] (ii) _ per Security, plus accrued interest, if any, from ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% , 1997 to the Time of Delivery hereunder, the original stated amount number of the [Class ___] Notes] [and (iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities set forth on Schedule A hereto opposite the name of such Underwriter[Underwriter in Schedule I hereto, plus any additional original stated amount and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase, at the same purchase price set forth in clause (i) of this Section 2(a), that number of the Optional Securities as to which such election shall have been exercised determined by multiplying such number of Optional Securities by a fraction, the numerator of which is the maximum number of Optional Securities which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Securities which all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to 2,909,040 Optional Securities, at the purchase price set forth in clause (a) of the first paragraph of this Section 2, for the sole purpose of covering overallotments in the sale of Firm Securities. Any such election to purchase Optional Securities may be obligated exercised by written notice from you to purchase pursuant the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 10 2(b) hereof]) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
(b) The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. Delivery ofThe Company will deliver the Securities to Xxxxxxx, and Xxxxx & Co., for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price fortherefor by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Time of Delivery by the Company to Xxxxxxx, Xxxxx & Co., by causing DTC to credit the Securities shall to the account of Xxxxxxx, Xxxxx & Co. at DTC. The Company will cause the global certificates representing the Securities to be made available to Xxxxxxx, Xxxxx & Co. for checking at least twenty-four hours prior to the Time of Delivery at the office of SkaddenDTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, Arpswith respect to the Firm Securities, Slate Meagher & Flom LLP, Four Times Sxxxxx9:30 a.m., New XxxkYork City time, New Xxxx 00000, xx xx xxxx xxxxx xxxxx xx xxxxl be agreed upon by you and the Company, at 10:00 A.M. on _________, 1997 or such other time and date as Xxxxxxx, Xxxxx & Co. and the Company may agree upon in writing, and, with respect to the Optional Securities, 9:30 a.m., New York City time, on the date specified by Xxxxxxx, Xxxxx & Co. in the written notice given by Xxxxxxx, Xxxxx & Co. of the Underwriters' election to purchase such Optional Securities, or such other time and date as shall be agreed upon by you Xxxxxxx, Xxxxx & Co. and the Company (may agree upon in writing. Such time and date for delivery of the Firm Securities is herein called the "First Time of Delivery", such time and date being referred of delivery of the Optional Securities, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery".
(c) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 5(k) hereof, will be delivered at such time and date at the offices of Xxxxx & Xxxxx, L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000- 0000 or such other location as Xxxxxxx, Xxxxx & Co. and the Company may agree in writing (the "Closing TimeLocation"), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. Payment shall A meeting will be made in immediately available funds, payable to or upon the order of the Company. Such Certificates shall be in such denominations and registered in such names as you may request in writing held at least two business days prior to the Closing Time. The Certificates will be made available for examination Location at 1:00 P.M., local time or at such other time as Xxxxxxx, Xxxxx & Co. and packaging by you the Company may agree in New Yorkwriting, on the New York not later than 10:00 A.M. on the business day Business Day next preceding the Closing Time. The Certificates Time of Delivery, at which meeting the final drafts of the documents to be so delivered will initially be represented by one or more Certificates registered in pursuant to the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Certificates preceding sentence will be represented available for review by book entries the parties hereto. For the purposes of this Section 2, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on the records of DTC and participating members thereofwhich banking institutions in New York are generally authorized or obligated by law or executive order to close.
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Sale and Delivery. of the Shares to the Underwriter[s]Underwriters; Closing. The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on .
(a) On the basis of the representations and warranties herein contained. Subject , and subject to the terms and conditions herein set forth, the Company agrees to sell, or sell to cause one of its affiliates to sell, to [the] [each] each Underwriter, [and each Underwriter agrees, severally and not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase from the CompanyCompany the number of Shares set forth opposite the name of such Underwriter in Schedule A (the proportion which each Underwriter's share of the total number of the Shares bears to the total number of Shares is hereinafter referred to as such Underwriter's "underwriting obligation proportion"), at a purchase price equal to [of $24.03125 per share.
(i)] ___% of the original stated amount of the [Class ___] Certificates [[,][and] (iib) ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% of the original stated amount of the [Class ___] Notes] [and (iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities set forth on Schedule A hereto opposite the name of such Underwriter[, plus any additional original stated amount of Securities which such Underwriter may be obligated to purchase pursuant to Section 10 hereof]. Delivery of, and payment Payment of the purchase price for, for and delivery of certificates in definitive form representing the Securities Shares shall be made at the office offices of SkaddenMorgxx Xxxxxx & Xompany, ArpsInc., Slate Meagher & Flom LLP50 Fxxxx Xxxxxx, Four Times SxxxxxXxxxxxx, New Xxxk, New Xxxx 00000, Xxxxxxxxx 00000 xx xx xxxx xxxxx xxxxx xx xxxxl be agreed upon by you and the Company, at 10:00 A.M. on _______, or such other time place as shall be agreed upon by you and the Company and you, at 10:00 a.m. E.D.T., on September 11, 1997 (such time and date being referred to as the "Closing Time"). The place of closing for the Shares and the Closing Time may be varied by agreement between you and the Company. Payment for the Shares shall be made in immediately available funds, to the Company by next day funds payable to or upon the order of the Company. Such Certificates , against delivery to you for the respective accounts of the Underwriters of the Shares to be purchased by them.
(c) The certificates representing the Shares to be purchased by the Underwriters shall be in such denominations and registered in such names as you may request in writing at least two full business days before the Closing Time. The certificates representing the Shares will be made available at the offices of Morgxx Xxxxxx & Xompany, Inc. or at such other place as Morgxx Xxxxxx & Xompany, Inc. may designate for examination and packaging not later than 10:00 a.m. on the last business day prior to the Closing Time. The Certificates will be made available for examination and packaging by you in New York, New York not later than 10:00 A.M. on .
(d) You intend to offer the business day next preceding Shares to the Closing Time. The Certificates to be so delivered will initially be represented by one or more Certificates registered public as set forth in the name Prospectus, but after the initial public offering of Cede & Co., such Shares you may in your discretion vary the nominee of DTC. The interests of beneficial owners of the Certificates will be represented by book entries on the records of DTC and participating members thereofpublic offering price.
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