Common use of Purchase, Sale and Delivery of Notes Clause in Contracts

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price of $544.33 per $1,000 principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12, 1997, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warrantieswarranties and agreements herein contained, agreements and covenants herein contained and but subject to the terms and conditions herein set forth, the Issuers agree that they will Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time you an aggregate of Purchase, the $200,000,000 principal amount of the Notes set forth opposite Firm Notes. You agree to purchase from the name Company all of such Initial Purchaser on Schedule I hereto at a price of $544.33 per $1,000 principal amount thereofthe Firm Notes. The purchase, sale and delivery purchase price for the Firm Notes to be paid by you to the Company shall be $______. Delivery of the Firm Notes will take place at a closing (the "Closing") to be purchased by you and payment therefor shall be made at the offices of Cahixx Xxxxxx & XeinxxxHale xxx Dorr, 00 Pxxx Sxxxx Xxxxxx, Xxx XxxxXxxxxx, Xxx Xxxx 00000Xxxxxxxxxxxxx (xx such other place as may be agreed upon by the Company and you) at such time and date, xx 9:00 A.M., New York time, on November 12, 1997, or such not later than the third full business day following the first date and time, if anythat any of the Notes are released by you for sale to the public, as the Initial Purchasers and the Company you shall agree. The time designate by at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon least 48 hours' prior notice to the Company (or at least 24 hours such other time and date, not later than one week after such third full business day as may be agreed upon by the Company and you (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the ClosingFirst Closing Date recirculated to the public, the First Closing Date shall occur upon the later of the third full business day following the first date that any of the Notes are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of the Firm Notes shall be delivered made by or on behalf of the Issuers Company to you with respect to the Initial Purchasers, Firm Notes to be sold by the Company against payment by or on behalf of the Initial Purchasers you of the purchase price therefor by wire transfer of immediately available certified or official bank checks payable in next day funds wired in accordance with to the written instructions order of the Company. The Issuers will make Notes shall be registered in such certificate or names and denominations as you shall have requested at least two In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to you to purchase up to an aggregate of $30,000,000 principal amount of the Option Notes at the purchase price to be paid for the Firm Notes, for use solely in covering any over-allotments made by you in the sale and distribution of the Firm Notes. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the first date that any of the Notes are released by you for sale to the public (within the meaning of the last sentence of Section 12 hereof), upon written notice by you to the Company setting forth the aggregate number of Optional Notes as to which you are exercising the option, the names and denominations in which the certificates for such Notes are to be registered and the time and place at which such Notes will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "Second Closing Date," shall be determined by you, but if at any time other than the First Closing Date shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Option Notes will be made available for checking and packaging on the business day preceding the Second Closing Date at a location in Boston, Massachusetts, as may be designated by you. The manner of payment for and delivery of the Initial Purchasers Option Notes shall be the same as for the Firm Notes purchased from the Company as specified in the two preceding paragraphs. At any time before lapse of the option, you may cancel such option by giving written notice of such cancellation to the Company. If the option is cancelled or expires unexercised in whole or in part, the Company will deregister under the Act the number of Option Notes as to which the option has not been exercised. Subject to the terms and conditions hereof, you propose to make a public offering of Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and at the offices public offering price set forth on the cover page of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 hours prior to on the Closingterms set forth in the Prospectus.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Issuers agree that they will Company agrees to sell to each Initial Purchaser, the Underwriter and each Initial Purchaser agrees, acting severally and not jointly, that it will the Underwriter agrees to purchase from the Issuers at Company the Time of Purchase, the aggregate principal amount of the Notes. The Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto will be purchased at a price of $544.33 per $1,000 95.0% of ^ the principal amount thereof. . (b) The purchase, sale and delivery of Notes to be purchased by the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12, 1997, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase Underwriter hereunder, and in such denomination or denominations and will be registered in such name or denominations (which shall be authorized denominations under the Indenture) and names as the Initial Purchasers Xxxx Xxxxxxxx Incorporated may request upon at least forty-eight hours' prior notice to the Company at least 24 hours prior to the ClosingCompany, shall be delivered by or on behalf of the Issuers Company to you for the Initial Purchasersaccount of the Underwriter at such time and place as shall hereafter be designated by the Underwriter, against payment by the Underwriter or on its behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with certified or official bank check or checks, payable to the written instructions order of the CompanyCompany in next day funds or by wire transfer. The Issuers time and date of such delivery and payment shall be, with respect to the Notes, 8:30 a.m. Minneapolis time, at the offices of Xxxxxxxxxxx Xxxxx & Xxxxxxxx, on June __, 1997, or such other time and date as you and the Company may agree upon in writing, such time and date being herein referred to as the "Closing Date," or such other time and date as you and the Company may agree upon in writing. The Notes will make such certificate or certificates for the Notes be made available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 twenty-four hours prior to the ClosingClosing Date at a location as may be designated by you.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees that they it will sell to each the Initial Purchaser, and each the Initial Purchaser agrees, acting severally and not jointly, agrees that it will purchase from the Issuers Company at the Time of Purchase, the principal amount $80,000,000 of the Company's Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price of equal to $544.33 970.00 per $1,000 principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12August 18, 19971998, or such later date and time, if any, as the Initial Purchasers Purchaser and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of CIBC or First Unionthe Initial Purchaser, or such other place as CIBC and First Union the Initial Purchaser may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 102.5% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12December 2, 19971998, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, Closing shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 96.405% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 9:00 A.M., New York time, on November 12May 23, 19972001, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, Closing shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each the Initial Purchaser, and each the Initial Purchaser agrees, acting severally and not jointly, agrees that it will purchase from the Issuers at the Time of Purchase, the aggregate principal amount of the Notes set forth opposite the name of such the Initial Purchaser on Schedule I attached hereto at a price equal to 97.375% of $544.33 per $1,000 principal amount thereofsuch amount. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xx 9:00 at 10:00 A.M., New York time, on November 12May 26, 19971999, or such later date and time, if any, as the Initial Purchasers Purchaser and the Company Issuers shall agreeagree (the "Closing Date"). The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company Issuers at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer of immediately available funds wired in accordance with to the written instructions account of the CompanyCompany previously designated by it in writing. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of CIBC or First UnionWorld Markets Corp., or such other place as CIBC and First Union the Initial Purchaser may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees that they it will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers Company at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price of $544.33 958.65 per $1,000 principal amount thereofNote. 11 The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xx 9:00 10:00 A.M., New York time, on November 12September 28, 19971995, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by certified or official bank check or checks drawn on or by a New York Clearing House bank and payable in next day funds; provided that at the request of the Company such payment will be made by wire transfer of immediately available funds wired in accordance with the written instructions of the Company, in which case the Company shall reimburse the Initial Purchasers for any actual out-of-pocket costs for obtaining such funds. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First UnionWood Gundy Securities Corp., or such other place as CIBC and First Union Wood Gundy Securities Corp. may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of ------------------------------------ the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 97% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xx 9:00 at 10:00 A.M., New York time, on November 12, 19971996, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC First Union or First UnionCIBC, or such other place as CIBC and First Union and CIBC may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees that they it will sell to each the Initial Purchaser, and each the Initial Purchaser agrees, acting severally and not jointly, agrees that it will purchase from the Issuers Company at the Time of Purchase, the $17,500,000 aggregate principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 97% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx Winston & XeinxxxStraxx, 00 Pxxx 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000Xxxx, xx 9:00 10:00 A.M., New York time, on November 12February 26, 19971998, or such later date and time, if any, as the Initial Purchasers Purchaser and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request Purchaser requests upon notice to the Company at least 24 36 hours prior to the Closing, shall be delivered by or on behalf of the Issuers Company to the Initial PurchasersPurchaser, against payment by or on behalf of the Initial Purchasers Purchaser of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers Purchaser at the offices of CIBC or First Unionthe Initial Purchaser, or such other place as CIBC and First Union the Initial Purchaser may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree Company agrees that they it will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers Company at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 97% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx Xxxxxx & XeinxxxXxxxxxx, 00 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx at 9:00 A.M., New York time, on November 12March 24, 19971999, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers Company to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First UnionNationsBanc, or such other place as CIBC and First Union NationsBanc may designate, at least 24 hours prior to the Closing.

Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained herein, and subject to the terms and conditions herein set forth, the Issuers agree that they will Company agrees to sell to each Initial Purchaser, the Underwriter and each Initial Purchaser agrees, acting severally and not jointly, that it will the Underwriter agrees to purchase from the Issuers at Company the Time of Purchase, the aggregate principal amount of the Notes. The Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto will be purchased at a price of $544.33 per $1,000 principal amount thereof. 95.0% of par. (b) The purchase, sale and delivery of Notes to be purchased by the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12, 1997, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase Underwriter hereunder, and in such denomination or denominations and will be registered in such name or denominations (which shall be authorized denominations under the Indenture) and names as the Initial Purchasers Dain Bosworth Incorporated may request upon at least forty-eighx xxxxx' xxior notice to the Company at least 24 hours prior to the ClosingCompany, shall be delivered by or on behalf of the Issuers Company to you for the Initial Purchasersaccount of the Underwriter at such time and place as shall hereafter be designated by the Underwriter, against payment by the Underwriter or on its behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with certified or official bank check or checks, payable to the written instructions order of the CompanyCompany in next day funds. The Issuers time and date of such delivery and payment shall be, with respect to the Notes, 8:30 a.m. Minneapolis time, at the offices of Oppenheimer Wolff & Donnelly, on June __, 1997, or such other txxx xxx xxxe xx you axx xxx Xompany may agree upon in writing, such time and date being herein referred to as the "Closing Date," or such other time and date as you and the Company may agree upon in writing. The Notes will make such certificate or certificates for the Notes be made available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 twenty-four hours prior to the ClosingClosing Date at a location as may be designated by you.

Purchase, Sale and Delivery of Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Issuers agree that they will sell to each Initial Purchaser, and each Initial Purchaser agrees, acting severally and not jointly, that it will purchase from the Issuers at the Time of Purchase, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto at a price equal to 97.0% of $544.33 per $1,000 the principal amount thereof. The purchase, sale and delivery of the Notes will take place at a closing (the "Closing") at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on November 12, 1997, or such later date and time, if any, as the Initial Purchasers and the Company shall agree. The time at which such Closing is concluded is herein called the "Time of Purchase." One or more certificates in definitive form for the Notes that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 24 hours prior to the Closing, shall be delivered by or on behalf of the Issuers to the Initial Purchasers, against payment by or on behalf of the Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds wired in accordance with the written instructions of the Company. The Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchasers at the offices of CIBC or First Union, or such other place as CIBC and First Union may designate, at least 24 hours prior to the Closing.