Common use of Purchase of the Securities by the Underwriters Clause in Contracts

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.875% of the principal amount thereof plus accrued interest, if any, from December 27, 2002 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York City time, on December 27, 2002, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative not later than 1:00 P.M., New York City time, on the business prior to the Closing Date.

Purchase of the Securities by the Underwriters. (a) The Company the Issuer agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.067% of the principal amount thereof plus accrued interest, if any, from December 27May 3, 2002 2023 to the Closing Date (as defined below)Date. The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Issuer and the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Cravath, Swaine & WxxxxxxxMxxxx LLP, 400 Xxxxxxxxx Worldwide Plaza, 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M.a.m., New York City time, on December 27May 3, 20022023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company Issuer to the Representative Representatives against delivery to the nominee of The Depository Trust CompanyCompany (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M.p.m., New York City time, on the business day prior to the Closing Date. (e) The Issuer and the Guarantor acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s-length contractual counterparty to the Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Issuer, the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and the Guarantor shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Issuer or the Guarantor with respect thereto. Any review by the Representatives, any Underwriter of the Issuer, or the Guarantor of the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Issuer or the Guarantor or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.388% of the aggregate principal amount thereof of the 2033 Notes and 98.900% of the aggregate principal amount of the 2053 Notes, in each case, plus accrued interest, if any, from December 27September 14, 2002 2023 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Lxxxxx & WxxxxxxxWxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., A.M. New York City timetime on September 14, on December 27, 20022023, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer or other similar taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives at the offices of Lxxxxx & Wxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.625% of the aggregate principal amount thereof of the 2014 Notes, 99.486% of the aggregate principal amount of the 2016 Notes, 99.320% of the aggregate principal amount the 2021 Notes and 98.898% of the aggregate principal amount of the 2041 Notes, in each case, plus accrued interest, if any, from December 2713, 2002 2011 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxx & WxxxxxxxXxxxxxx LLP, 400 Xxxxxxxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000-0000 at 10:00 A.M., 10 A.M. New York City time, time on December 2713, 20022011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives at the offices of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a purchase price equal to 97.87596.85% of the principal amount thereof for retail orders ($24.2125 purchase price per Security in respect of $35,650,000 aggregate principal amount) and 98.00% of the principal amount thereof for institutional orders ($24.50 purchase price per Security in respect of $164,350,000 aggregate principal amount), plus accrued interest, if any, from December 27July 13, 2002 2021 to the Closing Date Time of Delivery (as defined below). The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) Payment for and delivery of with respect to the Securities will be made at the offices of Dxxxx Xxxx & WxxxxxxxSidley Austin LLP, 400 Xxxxxxxxx Xxxxxx000 Xxxxxxx Xxx., Xxx Xxxx, Xxx Xxxx Xxxx, 00000 at 10:00 A.M., New York City time, on December 27July 13, 20022021, or at such other time or place on the same or such other date, not later than the fifth third business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing DateTime of Delivery.”. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust CompanyCompany (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing DateTime of Delivery. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of the Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.925% of the aggregate principal amount thereof of the 2018 Floating Rate Notes, 99.875% of the aggregate principal amount of the March 2019 Floating Rate Notes, 99.800% of the aggregate principal amount of the September 2019 Floating Rate Notes and 99.765% of the aggregate principal amount of the 2019 Fixed Rate Notes, in each case, plus accrued interest, if any, from December 27September 21, 2002 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxx & WxxxxxxxXxxxxxx LLP, 400 Xxxxxxxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000-0000 at 10:00 A.M., A.M. New York City timetime on September 21, on December 27, 20022017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives at the offices of Xxxxxx & Xxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.800% of the principal amount thereof plus accrued interest, if any, from December 27August 14, 2002 2014 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Issuer and the Guarantor acknowledge and agree that each Underwriter may offer and sell Securities to or through any affiliate of such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on December 27August 14, 20022014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified to the Underwriters by the Company to Issuer and the Representative Guarantor against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representative Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Each of the Issuer and the Guarantor acknowledges and agrees that each Underwriters is acting solely in the capacity of an arm’s length contractual counterparty to each of the Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantor or any other person. Additionally, the Underwriters are not advising the Issuer or the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Issuer and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer or the Guarantor with respect thereto. Any review by the Underwriters of the Issuer, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer or the Guarantor.

Purchase of the Securities by the Underwriters. (a) The Company agrees and the Subsidiary Guarantors agree to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and the Subsidiary Guarantors the respective principal amount amounts of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.275% of the principal amount thereof in the case of the 2019 Notes, 99.008% of the principal amount thereof in the case of the 2024 Notes and 98.830% of the principal amount thereof in the case of the 2044 Notes, in each case plus accrued interest, if any, from December 27November 24, 2002 2014 to the Closing Date (as defined below). The Company and the Subsidiary Guarantors will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Cravath, Swaine & WxxxxxxxMxxxx LLP, 400 Xxxxxxxxx 800 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xxxx, 00000 at 10:00 A.M., New York City time, on December 27November 24, 20022014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and the Subsidiary Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Subsidiary Guarantors with respect to the Offering (including in connection with determining the terms of the Offering) and, notwithstanding that certain of the Underwriters have advised either the Company or Rockwood in connection with the Merger, not as a financial advisor or a fiduciary to, or an agent of, the Company, the Subsidiary Guarantors or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company, the Subsidiary Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Subsidiary Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company or the Subsidiary Guarantors with respect thereto. Any review by the Underwriters of the Company or the Subsidiary Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Subsidiary Guarantors.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in this Agreement and the Underwriting AgreementGuarantors agree to guarantee the Securities pursuant to the terms of the Indenture, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities the 2015 Notes, the 2022 Notes and the 2042 Notes set forth opposite such Underwriter’s name in Schedule 1 2 hereto at a purchase price equal to 97.87599.509% of the principal amount thereof of the 2015 Notes, 99.214% of the principal amount of the 2022 Notes and 98.224% of the principal amount of the 2042 Notes, in each case, plus accrued interest, if any, from December 27October 31, 2002 2012 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and each Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms and conditions set forth in the Prospectus. The Company and each Guarantor acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx & WxxxxxxxMcGuireWoods LLP, 400 Xxxxxxxxx 000 Xxxxx Xxxxx Xxxxxx, Xxx XxxxSuite 3000, Xxx Xxxx 00000 Charlotte, North Carolina 28202, at 10:00 A.M.a.m., New York City timeEastern Time, on December 27October 31, 20022012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust CompanyCompany (the “DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and each Guarantor acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company and the Guarantors with respect thereto. Any review by the Underwriters of the Company, any Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company, any Guarantor or any other person.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s 's name in Schedule 1 hereto at a purchase price equal to 97.875(i) 99.650% of the principal amount thereof in the case of the 2016 Notes, (ii) 99.060% of the principal amount thereof in the case of the 2023 Notes and (iii) 98.715% of the principal amount thereof in the case of the 2043 Notes, in each case plus accrued interest, if any, from December 2716, 2002 2013 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxxx Xxxx & WxxxxxxxXxxxxxxx LLP, 400 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on December 2716, 20022013, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.875(a) in the case of the 2025 Notes, 98.996% of the principal amount thereof plus thereof, (b) in the case of the 2027 Notes, 99.306% of the principal amount thereof, (c) in the case of the 2030 Notes, 99.225% of the principal amount thereof, and (d) in the case of the 2050 Notes, 98.536% of the principal amount thereof, plus, in each case, accrued interest, if any, from December 27April 1, 2002 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxx LLP at 10:00 A.M., New York City time, on December 27April 1, 20022020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection electronically by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.666% of the principal amount thereof thereof, plus accrued interest, if any, from December 27August 14, 2002 2014 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer understands that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Issuer acknowledges and agrees that each Underwriter may offer and sell Securities to or through any affiliate of such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on December 27August 14, 20022014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified to the Underwriters by the Company to the Representative Issuer against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representative Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Issuer acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, the Underwriters are not advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Underwriters of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 I hereto at a purchase price equal to 97.87596.85% of the principal amount thereof for retail orders ($110,166,875 purchase price in respect of $113,750,000 aggregate principal amount) and 98.00% of the principal amount thereof for institutional orders ($84,525,000 purchase price in respect of $86,250,000 aggregate principal amount), plus accrued interest, if any, from December 27August 8, 2002 2012 to the Closing Date (as defined below) (the “Purchase Price”). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (b) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxx & WxxxxxxxXxxxxxxx LLP, 400 Xxxxxxxxx XxxxxxXxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City time, on December 27August 8, 20022012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date.”. (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.570% of the principal amount thereof thereof, plus accrued interest, if any, from December 27March 12, 2002 2020, to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer understands that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Issuer acknowledges and agrees that each Underwriter may offer and sell Securities to or through any affiliate of such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx LLP at 10:00 or around 9:00 A.M., New York City London time, on December 27March 12, 20022020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified to the Underwriters by the Company to the Representative Issuer against delivery to of the nominee Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V., as operator of The Depository Trust Companythe Euroclear system, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representative Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Issuer acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other person. Additionally, the Underwriters are not advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Underwriters of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87598.743% of the principal amount thereof plus accrued interest, if any, from December 27August 15, 2002 2018 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Issuer and the Guarantor acknowledge and agree that each Underwriter may offer and sell Securities to or through any affiliate of such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on December 27August 15, 20022018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified to the Underwriters by the Company to Issuer and the Representative Guarantor against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representative Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Each of the Issuer and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to each of the Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantor or any other person. Additionally, the Underwriters are not advising the Issuer or the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Issuer and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer or the Guarantor with respect thereto. Any review by the Underwriters of the Issuer, the Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer or the Guarantor.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.064% of the principal amount thereof of the 2017 Notes, 98.574% of the principal amount of the 2022 Notes and 98.395% of the principal amount of the 2042 Notes, in each case plus accrued interest, if any, from December 27May 29, 2002 2012 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxxx Xxxx & WxxxxxxxXxxxxxxx LLP, 400 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000, at 10:00 A.M., New York City time, on December 27June 5, 20022012, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named in the Underwriting Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agreesthe Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.875(i) with respect to the 2027 Notes, 99.861% of the principal amount thereof, (ii) with respect to the 2032 Notes, 99.765% of the principal amount thereof and (iii) with respect to the 2052 Notes, 99.247% of the principal amount thereof, in each case, plus accrued interest, if any, from December 27March 15, 2002 2022, to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Final Prospectus. The Issuer and the Guarantor acknowledge and agree that each Underwriter may offer and sell Securities to or through any affiliate of such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Xxxxxxx Xxxxxxx & Wxxxxxxx, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Xxxxxxxx LLP at 10:00 10:30 A.M., New York City time, on December 27March 15, 20022022, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date.”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified to the Underwriters by the Company to Issuer and the Representative Guarantor against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global NoteNotes”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the CompanyIssuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representative Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) Each of the Issuer and the Guarantor acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to each of the Issuer and the Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer, the Guarantor or any other person. Additionally, the Underwriters are not advising the Issuer or the Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Issuer and the Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Issuer or the Guarantor with respect thereto. Any review by the Underwriters of the Issuer, the Guarantor and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Issuer or the Guarantor.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.925% of the aggregate principal amount thereof of the 2021 Floating Rate Notes, 99.750% of the aggregate principal amount of the 2023 Floating Rate Notes, 99.715% of the aggregate principal amount of the 2023 Fixed Rate Notes, 99.513% of the aggregate principal amount of the 2027 Fixed Rate Notes, 99.311% of the aggregate principal amount of the 2030 Fixed Rate Notes, 98.751% of the aggregate principal amount of the 2040 Fixed Rate Notes and 98.541% of the aggregate principal amount of the 2050 Fixed Rate Notes, in each case, plus accrued interest, if any, from December 27September 30, 2002 2020 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Lxxxxx & WxxxxxxxWxxxxxx LLP, 400 Xxxxxxxxx 800 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 00000-0000 at 10:00 A.M., A.M. New York City timetime on September 30, on December 27, 20022020, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery for the Securities is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Company, for the account respective accounts of the Underwriters, several Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the such Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives at the offices of Lxxxxx & Wxxxxxx LLP set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s-length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters named as provided in the Underwriting this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price equal to 97.87599.125% of the principal amount thereof plus accrued interest, if any, from December 27June 3, 2002 2015 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantors understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company and the Guarantors acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Dxxxx Xxxx Cravath, Swaine & WxxxxxxxXxxxx LLP, 400 Xxxxxxxxx 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 10:00 A.M., New York City London time, on December 27June 3, 20022015, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representative Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the “Closing Date”. (cd) Payment for the Securities shall be made by wire transfer in immediately available funds to the account account(s) specified by the Company to the Representative Representatives against delivery to the nominee of The Depository Trust Companyin book-entry form through a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representative Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that each Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter and shall not be on behalf of the Company or the Guarantors or any other person.