Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable best efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Operating Partnership reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. As soon as practicable, but in any event not later than one business day after written notice from the Operating Partnership, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Operating Partnership until such time as the Operating Partnership has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.
Appears in 2 contracts
Samples: Distribution Agreement (Amb Property Corp), Distribution Agreement (Amb Property Lp)
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable best efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Operating Partnership reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. As soon as practicable, but in any event not later than one business day after written notice from the Operating Partnership, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Operating Partnership until such time as the Operating Partnership has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.:
Appears in 2 contracts
Samples: Distribution Agreement (Amb Property Lp), Distribution Agreement (Amb Property Lp)
Solicitations as Agent Purchases as Principal. (a) Solicitations as AgentSOLICITATIONS AS AGENT. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable best efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Operating Partnership Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. As soon as practicable, but in any event not later than Upon receipt of at least one business day after written day's prior notice from the Operating PartnershipCompany, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Operating Partnership Company until such time as the Operating Partnership Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); providedPROVIDED, howeverHOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.:
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Solicitations as Agent Purchases as Principal. (aA) Solicitations as AgentSOLICITATIONS AS AGENT. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable best efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Operating Partnership Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. As soon as practicable, but in any event not later than Upon receipt of at least one business day after written day's prior notice from the Operating PartnershipCompany, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Operating Partnership Company until such time as the Operating Partnership Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); providedPROVIDED, howeverHOWEVER, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.:
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Solicitations as Agent Purchases as Principal. (a) Solicitations SOLICITATIONS AS AGENT. Except when the Agent has agreed to purchase as Agent. In connection with an Agent's actions principal pursuant to a Terms Agreement as agent hereunderdescribed in Section 2(b) hereof, such Agent agrees to undertake at the request of the Company and on the basis of the representations and warranties herein contained to use reasonable its best efforts to solicit offers to purchase Notes the Notes, as agent of the Company, upon the terms and conditions set forth in the Prospectus as then amended or supplementedProspectus. The Operating Partnership Company reserves the right, in its sole discretion, to instruct suspend such solicitation by any one or more of the Agents to suspend of purchases of the Notes commencing at any time, time for any period of time or permanently, the solicitation . Upon receipt of offers to purchase Notes. As soon as practicable, but in any event not later than one business day after written notice instructions from the Operating PartnershipCompany, the Agents each Agent will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Operating Partnership Company until such time as the Operating Partnership Company has advised the such Agent or Agents that such solicitation may be resumed. While Each Agent shall have the right to suspend solicitations, commencing at any time such solicitation is suspended, Agent reasonably believes that there has occurred a material adverse change in the condition of the Company shall not be required and its consolidated affiliates, taken as a whole, from that then set forth in the Registration Statement and the Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, by means of any necessary amendments or supplements to deliver any certificates, opinions the Registration Statement and the Prospectus or letters in accordance with Sections 5(a), 5(b) and 5(cthe use of a Permitted Free Writing Prospectus); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension of solicitations. The Company agrees to pay each Agent a commission, by means of a deduction from the proceeds of a sale of Notes, equal to a percentage of the public offering price of each Note sold by the Company as a result of a solicitation made by such Agent as the Company and such Agent may agree. Unless otherwise agreed upon by the Company and each Agent, such commission percentage shall range from 0.04% to 0.60% of the public offering price of each Note. It is understood that no commission will be required payable with respect to resume soliciting offers any offer to purchase Notes until accepted by the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from event that the purchase price Company tenders such Note and delivery of such Note equal is not accepted by the purchaser. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and such Agent and set forth in a supplement to the percentage set forth below Prospectus and (except as may be otherwise provided in an applicable Pricing Supplement) only in denominations of 100,000 units of the purchase price currency in which the Notes are denominated (the “Specified Currency”) or any integral multiple of l,000 units of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Specified Currency in excess thereof (in the case of Certificated Notes) or in denominations of 1,000 units of the Specified Currency (in the case of Book-Entry Notes). Each Agent shall communicate to the Operating PartnershipCompany, orally or in writing, each reasonable offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnershipagent. The Operating Partnership Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject any offer that is not a reasonable offer to purchase the Notes that it, received by it in its reasonable discretion, considers to be unacceptablewhole or in part, and any such rejection shall not be deemed a breach of its agreements such Agent’s agreement contained herein. Each Agent “Reasonable best efforts” with respect to an offer shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited be determined by such Agent by reference to then-prevailing interest rates and accepted the interest rates then posted by the Operating Partnership. The procedural details relating Company with respect to offers to sell the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplementNotes.
Appears in 1 contract
Samples: Distribution Agreement (General Electric Capital Corp)
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunderOn the basis of the representations and warranties herein contained, such Agent agrees but subject to the terms and conditions herein set forth, each of you will use your reasonable best efforts to solicit offers to purchase Notes the Securities upon the terms and conditions set forth in the Prospectus as then amended or supplemented; provided, however, that each of you hereby represents and agrees that you will not make any representations or use any information other than that set forth in the Prospectus as then amended or supplemented or solicit any offer to purchase the Securities other than by means of the Prospectus as then amended or supplemented. The Operating Partnership Company reserves the right, in its sole discretion, to instruct the Agents each of you to suspend at any time, for any period of time or permanently, the solicitation solicitations of offers to purchase Notesthe Securities. As soon as practicable, but in any event not later than one business day after written Upon receipt of notice from the Operating PartnershipCompany, the Agents you will forthwith suspend solicitations of offers to purchase Notes Securities from the Operating Partnership Company until such time as the Operating Partnership Company has advised the Agents you that such solicitation may be resumed. While such solicitation During the period of time that this Agreement is suspended, suspended the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b3(i) and 5(c(j); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period none of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent you shall be required to resume soliciting offers to purchase Notes Securities until the Company has delivered such certificates, opinions and or letters as such Agent may requestrequested by any of you if any of the events described in Sections 3(i) and (j) have occurred during the period of suspension. The Operating Partnership Company agrees to pay to each Agent, as consideration for the sale of each Note any Securities resulting from a solicitation made or an offer to purchase received by such Agentyou, a commission in the form of a discount from the purchase price principal amount of such Note each Security sold by the Company hereunder equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as applicable amounts set forth in the Administrative Procedures (Schedule A attached hereto or such other amounts as hereinafter defined). All Notes sold through an Agent as agent will may be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership Company and such Agent or provided in the applicable Note or pricing supplementAgent.
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Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. In connection with an Agent's actions as agent hereunder, such Agent agrees to use reasonable best efforts to solicit offers to purchase Notes upon the terms and conditions set forth in the Prospectus as then amended or supplemented. The Operating Partnership Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Notes. As soon as practicable, but in any event not later than one business day after written Upon receipt of notice from the Operating PartnershipCompany, the Agents will forthwith suspend solicitations of offers to purchase Notes from the Operating Partnership Company until such time as the Operating Partnership Company has advised the Agents that such solicitation may be resumed. While such solicitation is suspended, the Company shall not be required to deliver any certificates, opinions or letters in accordance with Sections 5(a), 5(b) and 5(c); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Notes until the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership Company also reserves the right to sell, solicit and accept offers to purchase Notes directly on its own behalf. The Company agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Note equal to the percentage set forth below of the purchase price of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Each Agent shall communicate to the Operating Partnership, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnership. The Operating Partnership shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. Each Agent shall have the right to reject any offer to purchase Notes that it, in its reasonable discretion, considers to be unacceptable, and any such rejection shall not be deemed a breach of its agreements contained herein. Each Agent shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Operating Partnership. The procedural details relating to the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplement.:
Appears in 1 contract
Samples: Terms Agreement (FMC Corp)
Solicitations as Agent Purchases as Principal. (a) Solicitations SOLICITATIONS AS AGENT. Except when the Agent has agreed to purchase as Agent. In connection with an Agent's actions principal pursuant to a Terms Agreement as agent hereunderdescribed in Section 2(b) hereof, such Agent agrees to undertake at the request of the Company and on the basis of the representations and warranties herein contained to use reasonable its best efforts to solicit offers to purchase Notes the Notes, as agent of the Company, upon the terms and conditions set forth in the Prospectus as then amended or supplementedProspectus. The Operating Partnership Company reserves the right, in its sole discretion, to instruct suspend such solicitation by any one or more of the Agents to suspend of purchases of the Notes commencing at any time, time for any period of time or permanently, the solicitation . Upon receipt of offers to purchase Notes. As soon as practicable, but in any event not later than one business day after written notice instructions from the Operating PartnershipCompany, the Agents each Agent will forthwith suspend solicitations solicitation of offers to purchase Notes purchases from the Operating Partnership Company until such time as the Operating Partnership Company has advised the such Agent or Agents that such solicitation may be resumed. While Each Agent shall have the right to suspend solicitations, commencing at any time such solicitation is suspended, Agent reasonably believes that there has occurred a material adverse change in the condition of the Company shall not be required and its consolidated affiliates, taken as a whole, from that then set forth in the Registration Statement and the Prospectus, and ending at the time such Agent has been reasonably satisfied that adequate and full disclosure of such adverse change has been made (including, without limitation, by means of any necessary amendments or supplements to deliver any certificates, opinions the Registration Statement and the Prospectus or letters in accordance with Sections 5(a), 5(b) and 5(cthe use of a Permitted Free Writing Prospectus); provided, however, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered on the Notes or for a change the Agents deem to be immaterial), no any such Agent shall notify the Company of its belief prior to or concurrently with any such suspension of solicitations. The Company agrees to pay each Agent a commission, by means of a deduction from the proceeds of a sale of Notes, equal to a percentage of the public offering price of each Note sold by the Company as a result of a solicitation made by such Agent as the Company and such Agent may agree. Unless otherwise agreed upon by the Company and each Agent, such commission percentage shall range from 0.04% to 0.60% of the public offering price of each Note. It is understood that no commission will be required payable with respect to resume soliciting offers any offer to purchase Notes until accepted by the Company has delivered such certificates, opinions and letters as such Agent may request. The Operating Partnership agrees to pay to each Agent, as consideration for the sale of each Note resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from event that the purchase price Company tenders such Note and delivery of such Note equal is not accepted by the purchaser. As agent, each Agent is authorized to solicit orders for the Notes at a purchase price which shall be agreed upon by the Company and such Agent and set forth in a supplement to the percentage set forth below Prospectus and (except as may be otherwise provided in an applicable Pricing Supplement) only in denominations of 100,000 units of the purchase price currency in which the Notes are denominated (the “Specified Currency”) or any integral multiple of 1,000 units of such Note: TERM COMMISSION RATE ---- --------------- From 9 months to less than 1 year .125% From 1 year to less than 18 months .150% From 18 months to less than 2 years .200% From 2 years to less than 3 years .250% From 3 years to less than 4 years .350% From 4 years to less than 5 years .450% From 5 years to less than 6 years .500% From 6 years to less than 7 years .550% From 7 years to less than 10 years .600% From 10 years to less than 15 years .625% From 15 years to less than 20 years .700% From 20 years to less than 30 years .750% From 30 years and beyond To be Negotiated Specified Currency in excess thereof (in the case of Certificated Notes) or in denominations of 1,000 units of the Specified Currency (in the case of Book-Entry Notes). Each Agent shall communicate to the Operating PartnershipCompany, orally or in writing, each reasonable offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Operating Partnershipagent. The Operating Partnership Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right to reject any offer that is not a reasonable offer to purchase the Notes that it, received by it in its reasonable discretion, considers to be unacceptablewhole or in part, and any such rejection shall not be deemed a breach of its agreements such Agent’s agreement contained herein. Each Agent “Reasonable best efforts” with respect to an offer shall make reasonable best efforts to assist the Operating Partnership in obtaining performance by each purchaser whose offer to purchase Notes has been solicited be determined by such Agent by reference to then-prevailing interest rates and accepted the interest rates then posted by the Operating Partnership. The procedural details relating Company with respect to offers to sell the issue and delivery of Notes sold by the Agents as agents and the payment therefor shall be as set forth in the Administrative Procedures (as hereinafter defined). All Notes sold through an Agent as agent will be sold at 100% of their principal amount, unless otherwise agreed to by the Operating Partnership and such Agent or provided in the applicable Note or pricing supplementNotes.
Appears in 1 contract
