Purchase, Sale and Delivery of Notes. 1) 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 each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of Xxxxxxx XxXxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m. (New York City time) on April 21, 2011 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as 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 representing the Notes will be available only under those limited circumstances set forth in the Indenture.
Purchase, Sale and Delivery of 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 sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of, in the case of (i) the Class A-1 Notes, 99.87500% of the principal amount thereof; (ii) the Class A-2 Notes, 99.81668% of the principal amount thereof; (iii) the Class A-3 Notes, 99.77387% of the principal amount thereof; and (iv) the Class A-4 Notes, 99.73478% 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. The Company will 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 in New York previously designated to the Representative by the Company at a bank acceptable to the Representative at the offices of Xxxxx Xxxxxxxxxx LLP, New York, New York at 10:00 A.M., New York time, on July 24, 2001, or at such other time not later than seven full business days thereafter as the Representative 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 Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. The Company will deliver the Certificates to the above office of Xxxxx Xxxxxxxxxx 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 Xxxxx Xxxxxxxxxx LLP at least 24 hours prior to the Closing Date. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "EXCHANGE A...
Purchase, Sale and Delivery of Notes. (a) 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 sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Seller, the aggregate principal amounts of the Notes set forth opposite the names of the Underwriters in Schedule 1 hereto.
Purchase, Sale and Delivery of 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 issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of 99.077% of the principal amount per Note (the "purchase price per Note") plus accrued interest, if any, from April 24, 1998 to the date of payment and delivery, the respective principal amount of Notes set forth opposite such Underwriter's name in SCHEDULE I hereto. The Company's obligation to sell the Notes to the Underwriters on the Closing Date is conditioned upon the execution and delivery on or prior to the Closing Date by the Company and NationsBanc Montgomery Securities LLC ("XxxxxxxBanc") of the Remarketing Agreement described in the preliminary prospectus supplement relating to the Notes and upon the receipt by the Company of $5.8 million from NationsBanc in connection therewith. The Notes to be purchased by each Underwriter hereunder will be represented by one or more definitive Global Certificates in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company will deliver the Notes to NationsBanc for the account of each Underwriter, against payment by or on behalf of such underwriter of the purchase price therefor by wire transfer of immediately available funds to the account specified by the Company, by causing DTC to credit the Notes to the account of NationsBanc at DTC. The Company will cause the certificates representing the Notes to be made available to NationsBanc for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian. The Closing Date and time shall be 9:00 a.m., New Orleans time, on April 24, 1998, or at such other date and time not later than seven full business days thereafter as you and the Company determine. The documents (other than the certificate(s) representing the Notes) to be delivered on the Closing Date will be delivered at the offices of Jones, Walker, Waechter, Poitevent, Carrere & Denegre L.L.P., and the Notex xxxx be delivered at the office of DTC or its designated custodian.
Purchase, Sale and Delivery of Notes. Subject to the terms and conditions herein set forth, the Corporation agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Corporation, at a purchase price of % of the principal amount of the Notes, plus accrued interest from , to the Closing Date (as hereinafter defined), the respective principal amount of Notes set forth opposite the names of the Underwriters in Schedule A hereto plus the respective principal amount of additional Notes which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Notes to be purchased by the Underwriters shall be made at the offices of Xxxxx Xxxxxxxxxx LLP, 1301 Avenue of the Americas, New York, N.Y., or at such other place as shall be mutually agreed upon by you and the Corporation, at 10:00 A.M., New York City time, on (unless postponed in accordance with the provisions of Section 8) or such other time not later than three full business days after such date as shall be agreed upon by you and the Corporation (the "Closing Date"). Payment shall be made to the Corporation by wire transfer in immediately available funds, payable to the order of the Corporation against delivery of the Notes, in fully registered form, to or upon your order. The Notes shall be delivered in the form of one or more global notes in aggregate denomination equal to the aggregate principal amount of the Notes upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Corporation.
Purchase, Sale and Delivery of 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 sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Seller the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule I at a purchase price equal to the following percentages of the aggregate principal amounts thereof: (i) in the case of the Class A-1 Notes, [ ]%, (ii) in the case of the Class A-2 Notes, [ ]%, (iii) in the case of the Class A-3 Notes, [ ]% and (iv) in the case of the Class A-4 Notes [ ]%. Delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, at [10:00 a.m.] (New York City time) on the Closing Date. Delivery of one or more global notes representing Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Seller. The global notes to be so delivered shall be registered in the name of Cede & Co., as 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 representing the Notes will be available only under limited circumstances.
Purchase, Sale and Delivery of 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 sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Seller the respective principal amount of each class of Notes set forth opposite the name of such Underwriter on Schedule I at a purchase price equal to the following percentages of the aggregate principal amounts thereof: (i) in the case of the Class A-1 Notes, 99.90600%, (ii) in the case of the Class A-2 Notes, 99.83156%, (iii) in the case of the Class A-3 Notes, 99.78484% and (iv) in the case of the Class A-4 Notes, 99.75016%. Delivery of and payment for the Notes shall be made at the offices of Xxxxx Xxxxx LLP, at 10:00 a.m. (New York City time) on the Closing Date. Delivery of one or more global notes representing Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Seller. The global notes to be so delivered shall be registered in the name of Cede & Co., as 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 representing the Notes will be available only under limited circumstances.
Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company on the Closing Date (as hereinafter defined), at a purchase price of 99.3432% of the principal amount of the Notes, plus interest from and including September 23, 2016 to but excluding the Closing Date, the respective principal amounts of the Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Securities”) in the form of one or more permanent global securities in registered form without interest coupons (the “Regulation S Global Securities”) which will be deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. The Company will deliver against payment of the purchase price the Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the “144A Securities”) in the form of one or more permanent global securities in definitive form without interest coupons (the “Restricted Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Notes, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in any permanent global securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer t...
Purchase, Sale and Delivery of Notes. Delivery of and payment for the Notes will be made at such time and location as is specified in the Pricing Supplement, or as the Underwriters and the Depositor shall agree upon, such time being herein referred to as the “Delivery Date.” Delivery of such Notes shall be made by the Depositor to the Underwriters against payment of the purchase price specified in the Pricing Supplement in same day funds wired to such bank as may be designated by the Depositor, or by such other manner of payment as may be agreed upon by the Depositor and the Underwriters. Except as otherwise provided in the Pricing Supplement, each Class of Notes sold to the Underwriters pursuant to this Agreement will be represented initially by one or more notes registered in the name of Cede & Co., the nominee of the Depository Trust Company (the “DTC Notes”). The interests of the beneficial owners of the DTC Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates for the DTC Notes will be made available only under the limited circumstances specified in the Indenture. Except as otherwise provided in the Pricing Supplement, each Class of Notes sold to the Underwriters as definitive notes will be in definitive, fully registered form, in such denominations and registered in such names as the Underwriters shall request, and will be made available at least 24 hours prior to the applicable Delivery Date, for checking and packaging at the offices of Hunton & Xxxxxxxx LLP, Riverfront Plaza, East Tower, 000 X. Xxxx Street, Richmond, Virginia 23219 in such amounts as specified in the Pricing Supplement.
Purchase, Sale and Delivery of Notes. (a) 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 each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of [__________] at [____] a.m. (New York time) on [_______], 20[__] (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as 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 representing the Notes will be available only under limited circumstances, as described in the Prospectus.
