|GATX CORP filed this Form 8-K on 11/20/2018|
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(u) The Company and its subsidiaries are (i) in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (Environmental Laws), (ii) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received notice of any actual or potential liability under any environmental law, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a Material Adverse Change, except as set forth in or contemplated in the Disclosure Package and the Prospectus (exclusive of any supplement thereto).
2. The Company agrees to issue and sell the Securities to the Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations and warranties herein contained and subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite such Underwriters name in Schedule I hereto at the purchase price (the Purchase Price) in U.S. Dollars equal to 99.510% of the principal amount of the Securities (plus accrued and unpaid interest from November 5, 2018 to, but excluding, the date of payment and delivery). The Company agrees to pay to Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (on behalf of the Underwriters) an aggregate commission equal to 0.400% (40 basis points) on the aggregate principal amount of the Securities purchased hereunder. Such payment shall be made simultaneously with the payment by the Underwriters of the Purchase Price as set forth in Section 4. Payment of such compensation shall be made by Federal funds check or other immediately available funds to the order of Citigroup Global Markets Inc. on behalf of the Underwriters.
3. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their respective portions of the Underwriters Securities as soon after this Agreement is entered into as in the Representatives judgment is advisable. The terms of the public offering of the Underwriters Securities are set forth in the Disclosure Package and the Prospectus.
4. Payment for the Securities by the Underwriters shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives on or about November 21, 2018 or at such other time on the same or such other date, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities 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.
Payment for the Securities shall be made against delivery of one or more global certificates for the Securities, each of which will be deposited with U.S. Bank National Association, as custodian for DTC and registered in the name of a nominee of DTC. Forms of such certificates will be made available for inspection by the Underwriters at Mayer Brown LLP, not later than 12:00 p.m., New York, New York time, or at such other location as the Representatives and the Company shall agree, on the Business Day prior to the Closing Date.
5. The several obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time and the Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
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