Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the principal amount of the Senior Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Senior Notes specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the Senior Notes, except upon payment for all of the Senior Notes to be purchased on the Closing Date.
Purchase and Public Offering. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, (i) the number of Firm Corporate Units set forth opposite the name of such Underwriter in Schedule I hereto and (ii) in the event and to the extent that the Representatives shall exercise the election to purchase Optional Corporate Units as provided below, the number of Optional Corporate Units as to which such election shall have been exercised (to be adjusted by the Representatives, if necessary, so as to eliminate fractions of Corporate Units) determined in the same proportion as the Firm Corporate Units are allocated among the Underwriters. The Underwriters agree to make a public offering of their respective Corporate Units specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Trust agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at a price of $25 per Trust Preferred Security, at a place and time hereinafter specified, the number of Trust Preferred Securities set forth in Schedule I opposite the name of such Underwriter, plus any additional Trust Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Underwriters agree to make a public offering of their respective Trust Preferred Securities specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering without notice.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the principal amount of the Junior Subordinated Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Junior Subordinated Notes specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the Junior Subordinated Notes, except upon payment for all of the Junior Subordinated Notes to be purchased on the Closing Date.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the Firm Amount set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Junior Subordinated Notes specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. In addition, the Company hereby grants to the several Underwriters the option (the Over-Allotment Option) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the Firm Amount to be purchased by each of them set forth opposite the name of such Underwriters in Schedule I hereto, all or a portion of the Additional Amount as may be necessary to cover over-allotments made in connection with the offering of the Junior Subordinated Notes, at the same purchase price specified in Schedule II. The Over-Allotment Option may be exercised by the Underwriters at any time and from time to time on or before the seventh business day following the date of this Agreement, by written notice to the Company. Such notice shall set forth the Additional Amount as to which the Over-Allotment Option is being exercised and the date and time when the Additional Amount is to be delivered (or the Additional Closing Date); provided, however, that no Additional Closing Date shall be earlier than the Closing Date nor earlier than the first business day after the date on which the Over-Allotment Option shall have been exercised nor later than the eighth business day following the date of this Agreement. The Company shall not be obligated to deliver any of the Junior Subordinated Notes, except upon payment for all of the Junior Subordinated Notes to be purchased on the Closing Date or the Additional Closing Date, as applicable.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the principal amount of the Senior Notes set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Senior Notes specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. The obligation of the Underwriters to purchase and pay for the Senior Notes shall be satisfied by UBS Securities LLC (UBS), acting on behalf of the Underwriters, delivering to the Company in exchange for the Senior Notes (x) $500,000,000 aggregate principal amount of the Company's 2003 Series C Notes due 2013, issued pursuant to the Nineteenth Supplemental Indenture dated as of February 1, 2003 (the Exchange Notes), in accordance with arrangements established between the Company and UBS and not involving the other Underwriters, and (y) a cash payment in accordance with Section 5 equal to the excess, if any, of the purchase price of the Senior Notes as set forth in Schedule II hereto over the value of the Exchange Notes, as agreed by the Company and UBS. The Exchange Notes will be delivered on the Closing Date by JPMorgan Chase Bank, as Custodian for UBS, to JPMorgan Chase Bank, as Trustee, for the account of the Company. Delivery of the Exchange Notes will be deemed to have occurred when the Company receives notice from the Trustee that it has received the Exchange Notes for the Company's account. Subsequently, the Trustee, in accordance with the Company's instructions, will effect the retirement of the Exchange Notes. Each Underwriter has authorized UBS (for such Underwriter's account) to make payment of the purchase price for the Senior Notes as set forth in Schedule II in accordance with the procedures set forth in this paragraph.
Purchase and Public Offering. Upon the basis of the representations and agreements herein contained and contained in the Letter of Representation, but subject to the terms and conditions hereinafter set forth, the Underwriter hereby agrees jointly and severally to purchase, and the Issuer hereby agrees to sell to the Underwriter, all (but not less than all) of the Issuer’s $59,095,000 aggregate principal amount of its Revenue Bonds, Series 2020 (Vassar College Project) (the “Bonds”) at a purchase price of $74,021,222.97 (representing the par amount of the Bonds of $59,095,000.00, plus original issue premium of $15,111,510.50 and less underwriter’s discount in the amount of $185,287.53). Except as set forth in Section 15 hereof, the Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment funds) and others at prices lower than the public offering prices stated on the inside cover page of the Official Statement. Inasmuch as this purchase and sale represents a negotiated transaction, the Issuer acknowledges and agrees that: (i) the transaction contemplated by this Bond Purchase Agreement is an arm’s length, commercial transaction between the Issuer and the Underwriter in which the Underwriter is acting solely as a principal and not acting as a municipal advisor, financial advisor or fiduciary to the Issuer; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as an underwriter for its own account; (iv) the only obligations the Underwriter has to the Issuer with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement; and (v) the Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the number of the Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Firm Shares specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering, the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. In addition, the Company hereby grants to the Underwriters an option to purchase the Option Shares. Such option is granted solely for the purpose of covering overallotments in the sale of the Firm Shares and is exercisable, in whole or in part, for 30 days after the date hereof and as provided herein. If they exercise the option, each of the Underwriters will be obligated to purchase its pro rata portion of the Shares for which the option is exercised, based on the proportion of its initial commitment as shown on Schedule I. The price of both the Firm Shares and the Option Shares shall be as set forth in Schedule II. The Company shall not be obligated to deliver any of the Shares to be delivered on the First Closing Date (as hereinafter defined) or the Second Closing Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on such Closing Date as provided herein.
Purchase and Public Offering. On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to each of the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price, place and time hereinafter specified, the number of the Units set forth opposite the name of such Underwriter in Schedule I hereto. The Underwriters agree to make a public offering of their respective Units specified in Schedule I hereto at the initial public offering price specified in Schedule II hereto. It is understood that after such initial offering, the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify any subsequent offering without notice. The Company shall not be obligated to deliver any of the Units to be delivered on the Closing Date (as hereinafter defined) except upon payment for all the Units to be purchased on such Closing Date as provided herein.
Purchase and Public Offering. (a) On the basis of the representations and warranties herein contained, but subject to the terms and conditions in this Agreement set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at the price, place and time hereinafter specified, the number of Shares set forth opposite the name of the Underwriter in Schedule I hereto. The price of the Shares purchased by the Underwriter from the Company shall be $74.16 per Share. The Underwriter proposes to offer the Shares for sale upon the terms and conditions to be set forth in the Prospectus. It is understood that after such initial offering the Underwriter reserves the right to vary the offering price and further reserves the right to withdraw, cancel or modify any subsequent offering without notice.
