Pricing Agreement Clause Samples

Pricing Agreement. The Pricing Agreement shall have been duly authorized, executed and delivered by the Company and the Representatives on behalf of the several Underwriters, there being no obligation to execute the Pricing Agreement.

Pricing Agreement. 5.1 The price of Goods and/or Services from time to time shall be notified to the Customer verbally or in writing (“Customer Pricing”). 5.2 The Customer acknowledges that, subject to clause 5.3 and 5.4, the Supplier may vary the price of Goods and/or Services after the Customer places an Order with the Supplier. 5.3 Where Quotation is provided by the Supplier, the price shall be as set out in the Quotation and shall be binding upon the Supplier provided that the Goods and/or Services are delivered to and accepted by the Customer within sixty (60) days of the Quotation. To avoid doubt an Order confirmation provided by the Supplier to the Customer does not constitute a Quotation. 5.4 Where a Quotation is not provided, the price of the Goods and/ or Services applicable to the order will be the total of the applicable Customer Pricing as at the time of delivery plus any transportation fee and GST (GST being charged at the applicable rate at the date of invoice) and will be set out in Supplier’s invoice to the Customer. 5.5 In addition to the charges for the Services set out in this clause 5, additional charges may be applied and charged to the Customer at the Supplier’s reasonable discretion for the following: changes in the Delivery Place or access to the Delivery Place which cause the Supplier to incur additional expense; or the removal of Non-Accepted Waste.

Pricing Agreement. As Representatives of the several Underwriters named on Schedule I hereto, Ladies and Gentlemen: SLM Funding LLC, a Delaware limited liability company (the “Company”), and SLM Education Credit Finance Corporation, a Delaware corporation (“SLM ECFC”), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated ___, 200___(the “Underwriting Agreement”), between the Company, SLM ECFC and SLM Corporation, on the one hand, and ___and ___, on the other hand, that the Company will cause the trust (the “Trust”) formed pursuant to the Trust Agreement dated as of ___, 200___between the Company and ___, as trustee (the “Eligible Lender Trustee”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Student Loan-Backed Notes (the “Notes”) specified in Schedule II hereto (the “Designated Securities”). The Notes will be issued and secured pursuant to the Indenture, dated ___(the “Indenture”), between the Trust, the Eligible Lender Trustee and ___, as trustee (the “Indenture Trustee”). Each of the provisions of the Underwriting Agreement 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; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of ...

Pricing Agreement. Particular sales of Designated Securities may be made from time to time to the Underwriters of such securities, for whom the firms designated as representatives of the Underwriters of such securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of South Africa to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of South Africa to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Fiscal Agency Agreement and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

Pricing Agreement. 5.1 The price of Goods and/or Services shall be indicated on any invoice, quotation, work authority or other commercial form provided by the Supplier to the Customer in respect of Goods supplied, plus any transportation, freight, postage, packaging, handling, insurance and GST (where applicable, GST will be charged at the appropriate rate at the date of invoice). 5.2 Where the price of the Goods and/or Services has been quoted by the Supplier that price shall be binding upon the Supplier provided that the Goods and/or Services are delivered to and accepted by the Customer within thirty (30) days of the invoice, quotation, work authority or other commercial form. 5.3 The price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that the taxes and duties are expressly included in any quotation given by the Supplier. 5.4 Notwithstanding any prior acknowledgment by the Supplier of the price of Goods and/or Services, the prices specified for Goods and/or Services may at the Supplier’s option be subject to the Supplier’s prices and charges in effect at the time of delivery. 5.5 The Supplier shall be entitled to alter the price of Goods and/or Services in the invoice or contract price as a consequence of currency fluctuations, taxes, customs duty or other government imposts.

Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Seller and you.

Pricing Agreement. The Seller and the Managers each acknowledge and agree that this Pricing Agreement forms part of and shall be read in conjunction with the Share Purchase Agreement.

Pricing Agreement. 30 5.14. WORKING CAPITAL.............................................. 30 5.15. INTER-COMPANY BALANCES....................................... 30 5.16.

Pricing Agreement. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Seller a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Seller and JDCC in accordance with its terms. Very truly yours, JOHN DEERE ▇▇▇▇IVABLES, INC. By: /s/ Larry J. Ga▇▇ ▇▇▇e: Larry J. Ga▇▇ ▇▇▇le: Assistant Secretary JOHN DEERE ▇▇▇▇TAL CORPORATION By: /s/ Larry J. Ga▇▇ ▇▇▇e: Larry J. Ga▇▇ ▇▇▇le: Assistant Secretary Pricing Agreement CONFIRMED AND ACCEPTED, as of the date first above written: Citigroup Global Markets Inc. Merrill Lyn▇▇, ▇▇▇rce, Fenner & Sm▇▇▇ ▇▇cor▇▇▇▇▇ed Mitsubishi UFJ Securities (USA), Inc. HSBC Securities (USA) Inc. RBC Capital Markets, LLC By: CITIGROUP GLOBAL MARKETS INC., as Representative of the Several Underwriters By: /s/ Amy Jo Pitt▇ ▇▇▇e: Amy Jo Pitt▇ ▇▇tle: Managing Director By: MERRILL LYN▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & SM▇▇▇ ▇▇COR▇▇▇▇▇ED, as Representative of the Several Underwriters By: /s/ Benjamin A. ▇▇▇▇▇▇▇ ▇▇▇e: Benjamin A. ▇▇▇▇▇▇▇ ▇▇tle: Managing Director By: MITSUBISHI UFJ SECURITIES (USA), INC., as Representative of the Several Underwriters By: /s/ Tricia Haze▇▇▇▇▇ ▇▇▇e: Tricia Haze▇▇▇▇▇ ▇▇tle: Managing Director Pricing Agreement EXHIBIT A Filed pursuant to Rule 433(d) Registration Nos. 333-197204 and 333-197204-▇▇ ▇▇▇▇▇ TERM SHEET, dated March 3, 2015 $995,825,000 John Deere Owner Trust 2015 Issuing Entity $ 298,600,000 Class A-1 0.27000% Asset Backed Notes $ 295,000,000 Class A-2A 0.87% Asset Backed Notes $ 70,000,000 Class A-2B Floating Rate Asset Backed Notes $ 250,000,000 Class A-3 1.32% Asset Backed Notes $ 82,225,000 Class A-4 1.65% Asset Backed Notes John Deere ▇▇▇▇ivables, Inc., Seller and Depositor John Deere ▇▇▇▇tal Corporation, Sponsor and Servicer Class A-1 Notes(1) Class A-2A Notes(1) Class A-2B Notes(1) Class A-3 Notes(1) Class A-4 Notes(1) Principal Amount $298,600,000 $295,000,000 $70,000,000 $250,000,000 $82,225,000 Per Annum Interest Rate 0.27000% 0.87% One-Month LIBOR + 0.27% 1.32% 1.65% Final Scheduled Payment Date April 1, 2016 February 15, 2018 February 15, 2018 June 17, 2019 December 15, 2021 Initial Public Offering Price 100.00000% 99.99356% 100.00000% 99.99205% 99.98058% Payment Date Monthly, beginning April 15, 2015 (subject to the business day convention) Monthly, beginning April 15, 2015 (subject to the business day convention) Monthly, beginning April 15, 2015 (subject to the business day convention) Monthly...