Purchase, Sale and Delivery of the Notes Sample Clauses

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-5 Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and UBS Securities LLC; (b) the Class A-6 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.; and (c) the Class B Notes shall bear interest at rates not to exceed 3.00% per annum, to be agreed to by the Sponsor and ▇.▇. ▇▇▇▇▇▇ Securities 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 & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time on April 28, 2004, 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.

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 the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of _____% of the principal amount of the Class A-1 Notes and at a purchase price of _____% of the principal amount of the Class A-2 Notes, the respective principal amounts of each class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. The Seller will deliver the Notes to the Representative for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Seller by wire transfer or check in Federal (same day) Funds, at the office of Stroock & Stroock & Lava▇ ▇▇▇, 180 ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ February __, 1999, or at such other time not later than seven full business days thereafter as the Representative and the Seller determine, 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 of each class 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 the limited circumstances specified in the Indenture.

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 [▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 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 basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of 99.820% of the principal amount of the Class I-A-1 Notes, at a purchase price of 99.760% of the principal amount of the Class I-A-2 Notes, at a purchase price of 99.690% of the principal amount of the Class I-B Notes, at a purchase price of 99.810% of the principal amount of the Class II-A-1 Notes, at a purchase price of 99.780% of the principal amount of the Class II-A-2 Notes, and at a purchase price of 99.760% of the principal amount of the Class II-A-3 Notes, at a purchase price of 99.720% of the principal amount of the Class II-A-4 at a purchase price of 99.650% of the principal amount of the Class II-B Notes Notes, at a purchase price of 99.550% of the principal amount of the Class II-C Notes the respective principal amounts of each class of Notes set forth opposite the names of the Underwriters in Schedule I hereto. In addition, the Depositor agrees to cause Deutsche Bank Securities Inc. and KeyBanc Capital Markets, a Division of McDonald Investments Inc. to be paid an aggregate structuring fee in connection with the structuring of the Notes of $1,034,631. The Depositor will deliver or cause the delivery of the Notes to the Representative (or its designee) for the respective accounts of the Underwriters, against payment of the purchase price to or upon the order of the Depositor or its designee by wire transfer or check in Federal (same day) Funds, at the office of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on December 7, 2006, or at such other time not later than seven full Business Days thereafter as the Representative and the Depositor determine, 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 of each class 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 the limited circumstances specified in the Indenture.

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 Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.84000% of the principal amount thereof, (ii) the Class A-2 Notes, 99.74962% of the principal amount thereof, (iii) the Class A-3 Notes, 99.68264% of the principal amount thereof and (iv) the Class A-4 Notes, 99.62088% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto. AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, New York, New York not later than 10:00 A.M., New York City time, on April 25, 2012 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Exchange Act, the pa...

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 ▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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. (a) 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 Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase from the Company, at 97% of their principal amount, the respective aggregate principal amounts of the Firm Notes set forth on Schedule 1 hereto. (b) In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Initial Purchasers, to purchase up to $25,000,000 in aggregate principal amount of Optional Notes from the Company at the same price as the purchase price to be paid by the Initial Purchasers for the Firm Notes, plus accrued interest, if any, from the Closing Date to the Additional Closing Date (as hereinafter defined). The option granted hereunder may be exercised at any time, on or before the thirteenth day following the date of the Offering Memorandum upon notice by the Initial Purchasers to the Company, which notice may be given from time to time on one or more occasions. Such notice shall set forth (i) the amount (which shall be an integral multiple of $1,000 in aggregate principal amount at issuance) of Optional Notes as to which the Initial Purchasers are exercising the option and (ii) the time, date and place at which such Optional Notes will be delivered (which time and date may be simultaneous with, but not earlier than, the Closing Date (as defined in Section 3 below) and in such case, the term "Closing Date" shall refer to the time and date of delivery of the Firm Notes and the Optional Notes). Such time and date of delivery, if subsequent to the Closing Date, is called the "Additional Closing Date." The Additional Closing Date must be not later than eight full business days after the date the Initial Purchasers exercise the option, with the actual date determined by the Initial Purchasers, nor in any event later than twelve days following the initial Closing Date. The Initial Purchasers may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (c) One or more certificates in definitive form for the Firm Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initi...

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 Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Issuers at 99.250% of their principal amount. One or more certificates in global form for the Notes that the Initial Purchasers have agreed to purchase hereunder, each in such principal amount as the Initial Purchasers request upon notice to the Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Issuers to the Trustee, as custodian for The Depository Trust Company (“DTC”), and the Notes in book-entry form shall be delivered to the Initial Purchasers through the facilities of DTC, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Partnership shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of the certificates and payment for the Notes shall be made at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 2500, Houston, Texas at 9:00 A.M. Houston time, on April 12, 2018, or at such other place, time or date as the Initial Purchasers, on the one hand, and the Issuers, 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. Upon the execution of the applicable Terms Agreement, the Seller agrees with the Underwriters as follows: (a) Subject to the terms and conditions herein set forth and in the applicable Terms Agreement, the Seller agrees 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 Seller 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. (b) The Seller understands that the Underwriters intend (i) to make a public offering of their respective portions of the Notes as soon after the Registration Statement and this Agreement and the applicable Terms Agreement have become effective as in the judgment of the Representative is advisable and (ii) initially to offer the Notes upon the terms set forth in the Prospectus. (c) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made to the Seller or to its order by wire transfer of same day funds at 10:00 A.M., New York City time, on the Closing Date (as hereinafter defined), or at such other time on the same or such other date, not later than the fifth Business Day thereafter, as the Representative and the Seller may agree upon in writing. The time and date of such payment for the Notes are referred to herein as the “Closing Date.” As used herein, the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York City. (d) Unless otherwise provided in the applicable Terms Agreement, payment for the Notes shall be made against delivery to the Representative for the respective accounts of the several Underwriters of the Notes registered in the name of Cede & Co. as nominee of The Depository Trust Company and in such denominations as the Representative shall request in writing not later than two full Business Days prior to the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Seller. The Notes will be made available for inspection and packaging by the Representative at the office of ▇▇▇▇▇ ▇▇▇▇▇▇ LLP not later than 1:00 P.M., New York City time, on the Busin...