Purchase, Sale and Delivery of the Notes Sample Clauses

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes in the amount set forth on Schedule 1 hereto from the ---------- Company, at 97.00% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company has specified, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, New York, New York at 10:00 A.M., New York time, on May 16, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." ------------
Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, the respective Classes of Notes in the respective principal amounts and at the respective purchase prices set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of [Greenberg Traurig, LLP, 77 West Wacker Drive, Suite 3100, Chicago, Illinois, 60601] (or such other place as the Seller and the Representatives shall agree) on [Month Day], 20XX (the “Closing Date”). Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Seller. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances.
Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositor agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositor, the respective principal amounts of the Publicly Registered Notes set forth opposite such Underwriter's name in the Terms Annex. The Publicly Registered Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex.Payment for the Publicly Registered Notes will be made to the Depositor or to its order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the "Closing Date") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositor may determine.Payment for the Publicly Registered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Dewey & LeBoeuf LLP, New York, New York, on the Closing Date. Each of the Publicly Registered Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Publicly Registered Notes will be represented by book entries on the records of DTC and its participating members.
Purchase, Sale and Delivery of the Notes. The Depositor hereby agrees, subject to the terms and conditions hereof, to sell the Notes to the each of the Underwriters, severally and not jointly, who, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, hereby each agree, severally and not jointly, to purchase the respective principal amount of the Notes set forth opposite the name of such Underwriter in Schedule A hereto. At the time of issuance of the Notes, the Mortgage Loans will be sold by the Depositor to the Trust pursuant to the Sale and Servicing Agreement. The Servicer will be obligated, under the Sale and Servicing Agreement, to service the Mortgage Loans either directly or through sub-servicers. The Notes to be purchased by each Underwriter will be delivered by the Depositor to each Underwriter (which delivery shall be made through the facilities of The Depository Trust Company (“DTC”)) against payment of the purchase price percentage therefor, set forth on Schedule A hereto, by a same day federal funds wire payable to the Depositor, as directed by the Sponsor. Settlement shall take place at the offices of Dewey Ballantine, LLP, 1301 Avenue of the Americas, New York, New York 10019-6092, at 10:00 a.m. (E.S.T.), on January 30, 2007 or at such other time thereafter as the Underwriters and the Depositor determine (such time being herein referred to as the “Closing Date”). The Notes will be prepared in definitive form and in such authorized denominations as the Underwriters may request, registered in the name of Cede & Co., as nominee of DTC. The Depositor agrees to have the Notes available for inspection and review by the Underwriters in New York City not later than 1:00 p.m. (E.S.T.) on the business day prior to the Closing Date.
Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, Issuer agrees to sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Issuer, on the Closing Date, the principal amount of the Notes set forth on Schedule I hereto opposite the name of such Initial Purchaser. The Class A Notes are to be purchased by the Initial Purchaser at a purchase price equal to 99.956838% of the aggregate principal amount thereof and the Class B Notes are to be purchased by Initial Purchaser at a purchase price equal to 99.65696% of the aggregate principal amount thereof. Except for any Notes issued to Institutional Accredited Investors which Notes shall be issued as Definitive Notes, the Notes shall be Book-Entry Notes, and shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company. Each of the Notes shall include the applicable legend regarding restrictions on transfer set forth under “Restrictions on Transfers and Notice to Investors” in the Offering Memorandum. The delivery of and payment for the Notes shall be made at the offices of Dentons US LLP, at 10:00 a.m., New York time on November 7, 2013 or at such other place, time or date as the Initial Purchaser and the Issuer may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date”. The Issuer shall make copies of the Notes available for checking by the Initial Purchaser at the offices of the Initial Purchaser at least 24 hours prior to the Closing Date. The purchase price of the Notes paid by the Initial Purchaser shall be remitted by wire transfer to the Indenture Trustee.
Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree to issue and sell $650,000,000 aggregate principal amount of Notes, and each Initial Purchaser severally and not jointly agrees to purchase from the Issuers the aggregate principal amount of Notes set forth opposite its name on Schedule II at a purchase price equal to 99.25% (representing a gross purchase price of 100.000%, less the Initial Purchasers’ 1.75% discount) of the aggregate principal amount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by Merrill Lynch, for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as Merrill Lynch requests upon notice to the Issuers not later than one full business day prior to the Closing Date (as defined below), shall be delivered by or on behalf of the Issuers to the Initial Purchasers for the account of the Initial Purchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchasers of the Purchase Price therefor by wire transfer in federal or other funds immediately available to the account of the Issuers. Such delivery of and payment for the Notes shall be made at the offices of Cahill Gordon & Reindel llp (“Counsel for the Initial Purchaser”), 80 Pine Street, New York, New York, at 10:00 A.M., New York City time, on February 11, 2013, or at such other place, time or date as Merrill Lynch and the Issuers may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Issuers will make such certificate or certificates for the Notes available for examination by the Initial Purchasers at the New York, New York offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York City time, on the business day prior to the Closing Date. (b) The Issuers acknowledge and agree that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuers with respect to the offering of the Notes (and the related Guarantees) contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, any Is...
Purchase, Sale and Delivery of the Notes. On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositors agree to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositors, the respective principal amounts of the Notes set forth opposite such Underwriter’s name in the Terms Annex. The Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex. Payment for the Notes will be made to the Depositors or to their order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the “Closing Date”) or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositors may determine. Payment for the Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of [_______________], New York, New York, on the Closing Date. Each of the Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and its participating members.
Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Depositor, (a) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-1 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (b) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-A Notes set forth opposite the name of such Underwriter in Schedule I hereto, (c) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-2-B Notes set forth opposite the name of such Underwriter in Schedule I hereto, (d) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-3 Notes set forth opposite the name of such Underwriter in Schedule I hereto, (e) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class A-4 Notes set forth opposite the name of such Underwriter in Schedule I hereto and (f) at a purchase price of [_______]% of the principal amount thereof, the respective principal amount of the Class B Notes set forth opposite the name of such Underwriter in Schedule I hereto. Delivery of and payment for the Notes shall be made at the office of Sidley & Austin LLP, 787 Seventh Avenue, New York, New York 10019. Delivery of the Notes shall be made against payment of the purchase price in immediately available funds drawn to the order of the Depositor. The Notes to be so delivered will be initially represented by one or more Notes registered in the name of “Cede & Co.,” the nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under limited circumstances set forth in the Indenture.
Purchase, Sale and Delivery of the Notes. Subject to the terms and conditions herein set forth and in the applicable Terms Agreement, DCWR agrees to cause the Issuer to sell and deliver the Notes to the several Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Issuer the respective principal amount of the Notes set forth opposite such Underwriter's name in the applicable Terms Agreement. The Notes are to be purchased by the Underwriters at the purchase price(s) set forth in such Terms Agreement.
Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Sponsor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto at a purchase price equal to the product of the "Price %" as specified on Schedule III hereto for such class of Notes and the principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule II hereto. The Notes shall mature on the dates, and shall bear interest at the respective rates, described in the Prospectus Supplement. For the periods from the Closing Date through the ends of the respective Initial Auction Periods, (a) the Class A-3 Notes, the Class A-5 Notes and the Class B-1 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Banc of America Securities LLC; (b)the Class A-4 Notes, the Class A-6 Notes and the Class B-2 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and J.P. Morgan Securities Inc.; and (c) the Class A-7 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and Citigroup Global Markets Inc. The Sponsor will deliver the Notes to the Underwriters, against payment of the purchase price to or upon the order of the Sponsor by wire transfer in federal (same day) funds, at the office of Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, at 10:00 a.m., New York time on November 25, 2003, or at such other time not later than seven full business days thereafter as the Underwriters and the Sponsor agree in writing, such time being herein referred to as the "Closing Date." The Notes to be so delivered will be initially represented by one or more Notes registered in the name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes will be available only under the limited circumstances specified in the Basic Documents.