Terms Agreement Sample Contracts

TERMS AGREEMENT
Terms Agreement • October 16th, 2007 • Idaho Power Co • Electric services • New York
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QUÉBEC
Terms Agreement • September 5th, 2024 • Quebec • Foreign governments

On behalf of the several Underwriters named in Schedule I hereto and for their respective accounts, we offer to purchase on and subject to the terms and conditions of this Terms Agreement and the Québec Underwriting Agreement Standard Provisions (Debt Securities), dated August 28, 2024 (the “Underwriting Agreement Standard Provisions”), the following Designated Securities on the following terms. All of the provisions of the Underwriting Agreement Standard Provisions attached hereto are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Except as otherwise indicated, capitalized terms used herein have the meanings specified in the Underwriting Agreement Standard Provisions:

REPUBLIC OF PANAMA (the “Republic”) TERMS AGREEMENT
Terms Agreement • February 29th, 2024 • Panama Republic Of • Foreign governments • New York

The undersigned agrees to sell to the Underwriters named in Schedule A hereto, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule D and filed as an exhibit to the Republic’s registration statement under Schedule B of the Securities Act of 1933 (No. 333-273534) (the “Registration Statement”), the following Offered Securities on the following terms:

TERMS AGREEMENT
Terms Agreement • September 29th, 2022 • Citigroup Inc • National commercial banks
TERMS AGREEMENT FEDERATIVE REPUBLIC OF BRAZIL
Terms Agreement • June 27th, 2024 • Federative Republic of Brazil • Foreign governments • New York

Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the underwriters named in Annex I hereto (the “Underwriters”) severally and not jointly agree to purchase, and the Federative Republic of Brazil (“Brazil”) agrees to sell, the principal amount set forth in Annex I hereto of the 6.125% Global Bonds due 2032 (the “Global Bonds”) of Brazil, having the terms set forth in the Prospectus Supplement dated June 20, 2024 (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Purchase Price” below. For purposes of this Terms Agreement (as defined below), (i) “Underwriting Terms” means the Underwriting Terms, dated June 2024 and attached hereto as Schedule A, incorporated by reference herein as if fully set forth herein, as modified by the terms and conditions of this Terms Agreement (this “Terms Agreement”), (ii) all references to “Debt Securities” in the Underwriting Terms s

PEPSICO, INC. TERMS AGREEMENT
Terms Agreement • May 4th, 2017 • Pepsico Inc • Beverages • New York

We understand that PepsiCo, Inc., a North Carolina corporation (the “Company”), proposes to issue and sell C$750,000,000 of its 2.150% Senior Notes due 2024 (the “Underwritten Securities”) subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of May 1, 2017 attached hereto as Annex A (the “Standard Provisions”). Each of the applicable provisions in the Standard Provisions is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein. We, the underwriters named below (the “Underwriters”), offer to purchase, severally and not jointly, the number or amount of Underwritten Securities opposite our names set forth below at a purchase price equal to 99.565% of the principal amount thereof for the Underwritten Securities.

TERMS AGREEMENT
Terms Agreement • December 5th, 2017 • Citigroup Inc • National commercial banks
FORM OF TERMS AGREEMENT] UNITED MEXICAN STATES [TITLE OF ISSUE]
Terms Agreement • September 27th, 2024 • United Mexican States • Foreign governments • New York

Subject in all respects to the terms and conditions contained in the Underwriting Terms (as defined below), the undersigned (the “Underwriters”) [jointly and severally/severally and not jointly] agree to purchase, and the United Mexican States (“Mexico”) agrees to sell, [the principal amount set forth in Annex I hereto of/[AMOUNT] principal amount of]1 [TITLE OF ISSUE] (the “Notes”) of Mexico, having the terms set forth in the Prospectus Supplement dated the date hereof attached hereto as Annex [I/II] (the “Prospectus Supplement”), at the Purchase Price set forth in the Prospectus Supplement and described herein under “Payment” below. For purposes of this Terms Agreement (as defined below), “Underwriting Terms” means the Underwriting Terms, dated September 2024 and attached hereto as [Schedule A] and incorporated by reference as an exhibit to Mexico’s Registration Statement under Schedule B of the Securities Act of 1933 (No[s]. [REGISTRATION STATEMENT NUMBER(S)]) (the “Registration Sta

Terms Agreement
Terms Agreement • August 14th, 2020 • Marriott International Inc /Md/ • Hotels & motels • New York
TERMS AGREEMENT
Terms Agreement • December 21st, 2007 • Citigroup Inc • National commercial banks
MURPHY OIL CORPORATION 6.000% NOTES DUE 2032 TERMS AGREEMENT
Terms Agreement • October 3rd, 2024 • Murphy Oil Corp • Crude petroleum & natural gas • New York
TERMS AGREEMENT
Terms Agreement • September 29th, 2010 • Citigroup Inc • National commercial banks
TERMS AGREEMENT
Terms Agreement • May 4th, 2016 • Citigroup Inc • National commercial banks
FIRST DATA CORPORATION ("Company") Debt Securities TERMS AGREEMENT
Terms Agreement • May 23rd, 2005 • First Data Corp • Finance services • New York

On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions of the Company attached hereto (the "Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated March 26, 1993, as supplemented by the 2003 supplemental indenture dated as of June 9, 2003, between the Company and Wells Fargo Bank, National Association, as Trustee, on the following terms:

TERMS AGREEMENT
Terms Agreement • June 9th, 2016 • Citigroup Inc • National commercial banks
NUTRIEN LTD. TERMS AGREEMENT Debt Securities
Terms Agreement • June 18th, 2024 • Nutrien Ltd. • Agricultural chemicals • New York

The undersigned Nutrien Ltd. (the “Company”) agrees to sell to the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement attached hereto as Exhibit I (the “Underwriting Agreement”), the following securities on the following terms:

BRE PROPERTIES, INC. (“Company”) Debt Securities TERMS AGREEMENT
Terms Agreement • May 18th, 2005 • Bre Properties Inc /Md/ • Real estate investment trusts • New York

The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, and the Underwriters agree, severally but not jointly, to purchase, on and subject to the terms and conditions of the Underwriting Agreement attached hereto (“Underwriting Agreement”), the following securities (“Offered Securities”) on the following terms:

JOHN DEERE CAPITAL CORPORATION (a Delaware corporation) [Title of Securities] TERMS AGREEMENT
Terms Agreement • May 23rd, 2023 • Deere John Capital Corp • Short-term business credit institutions • New York

We (the “Representative”) understand that John Deere Capital Corporation, a Delaware corporation (the “Company”), proposes to issue and sell the number of shares of its Preferred Stock, $1.00 par value (the “Underwritten Securities”) set forth below. Subject to the terms and conditions set forth herein or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective number of shares of Initial Underwritten Securities (as defined in the Underwriting Agreement—Basic Provisions referenced below) set forth below opposite their respective names, and a proportionate share of Option Securities (as defined in the Underwriting Agreement—Basic Provisions referenced below) to the extent any are purchased, at the purchase price set forth below.

TERMS AGREEMENT
Terms Agreement • September 27th, 2012 • Citigroup Inc • National commercial banks
MONDELĒZ INTERNATIONAL, INC. (the “Company”) Debt Securities TERMS AGREEMENT (this “Agreement”)
Terms Agreement • September 4th, 2020 • Mondelez International, Inc. • Food and kindred products • New York

The undersigned agrees to sell to the several Underwriters named in Schedule A hereto for their respective accounts, on and subject to the terms and conditions of the Amended and Restated Underwriting Agreement relating to debt securities covered by the Company’s registration statement on Form S-3 (File No. 333-236787) (incorporated by reference to Exhibit 1.1 to the Company’s registration statement on Form S-3 (File No. 333-172488) filed on February 28, 2011) (the “Underwriting Agreement”), the following securities (the “Offered Securities”) on the following terms (unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined):

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TERMS AGREEMENT
Terms Agreement • October 25th, 2013 • Citigroup Inc • National commercial banks
GE DEALER FLOORPLAN MASTER NOTE TRUST ASSET BACKED NOTES TERMS AGREEMENT (SERIES 2006-4)
Terms Agreement • November 9th, 2006 • CDF Funding, Inc. • Asset-backed securities
TERMS AGREEMENT
Terms Agreement • May 14th, 2020 • Citigroup Inc • National commercial banks
TERMS AGREEMENT
Terms Agreement • November 18th, 2011 • Panama Republic Of • Foreign governments • New York

The undersigned selling security holder, Banco Nacional de Panamá (the “Seller”), acting not in its individual capacity but solely as trustee of the Fondo Fiduciario para el Desarrollo (the “Fund”), a trust fund formed and existing under the laws of the Republic of Panama (the “Republic” or “Panama”), agrees to sell to the Underwriters named in this Terms Agreement, on and subject to the terms and conditions of the Underwriting Agreement (the “Underwriting Agreement”) attached hereto as Schedule C in connection with the sale of the following Offered Securities on the following terms:

THE BANK OF NOVA SCOTIA TERMS AGREEMENT
Terms Agreement • July 11th, 2012 • Bank of Nova Scotia / • State commercial banks
TERMS AGREEMENT NO. 2631 – TRANCHE 1 UNDER THE STANDARD PROVISIONS
Terms Agreement • February 16th, 2024 • International Finance Corp • International affairs
POTASH CORPORATION OF SASKATCHEWAN INC. TERMS AGREEMENT Debt Securities
Terms Agreement • December 6th, 2016 • Potash Corp of Saskatchewan Inc • Agricultural chemicals • New York

The undersigned Potash Corporation of Saskatchewan Inc. (the “Company”) agrees to sell to the several Underwriters named in Schedule A hereto (collectively, the “Underwriters”) for their respective accounts, on and subject to the terms and conditions of the Underwriting Agreement attached hereto as Exhibit I (the “Underwriting Agreement”), the following securities on the following terms:

Terms Agreement
Terms Agreement • June 8th, 2023 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York
LIMITED BRANDS, INC. TERMS AGREEMENT [Date]
Terms Agreement • November 5th, 2010 • Limited Brands Inc • Retail-women's clothing stores • New York

We (the “Representative”) understand that Limited Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the underwriters named in Schedule II hereto (the “Underwriters”) (i) the principal amount of its senior debt securities (the “Senior Debt Securities”) or subordinated debt securities (the “Subordinated Debt Securities”) (both Senior Debt Securities and Subordinated Debt Securities are hereinafter referred to as the “Debt Securities”), if any, identified in Schedule I hereto (the “Underwritten Debt Securities”) and/or (ii) the warrants (the “Warrants”), if any, identified in Schedule I hereto (the “Underwritten Warrants”) to purchase the aggregate principal amount of the debt securities identified in Schedule I hereto (the “Warrant Securities”). If such Debt Securities and Warrants are being issued together in units, such units are referred to herein as the “Underwritten Units.” The Underwritten Debt Securities, if any, the Underwritten Warrants, if any,

TERMS AGREEMENT
Terms Agreement • December 11th, 2008 • Citigroup Inc • National commercial banks
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