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

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company the Notes at a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on October 16, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, to purchase from the Company the principal amount of Notes set forth opposite their respective names on Schedule 1 hereto at a purchase price of 97.097.25% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Initial Purchaser Purchasers requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the such Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same of same-day funds) funds to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Jonex, Xxy, Reavxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M.Xogux xx New York, New York timeon April 1, on October 16, 19971998, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or Purchasers at such other place as BT Alex. Xxxxx may designate, designated by the Initial Purchasers at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.099.0% of their principal amount. One or more certificates in definitive form for the The Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to will be delivered on the Closing Date, shall be delivered by or on behalf of the Company Date to the Initial PurchaserPurchasers, or the Trustee as custodian for the Depository Trust Company (“DTC”), as applicable, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (same day fundsthe “Global Notes”) to and will be registered, in the case of the Global Notes, in the name of Cede & Co. as nominee of DTC, and in other cases, in such account or accounts names and in such denominations as the Company Initial Purchasers shall specify request prior to the Closing Date10:00 AM, or by such means as the parties hereto shall agree prior to the Closing DateNew York City time, on June 28, 2024. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 9:00 10:00 A.M., New York City time, on October 16June 28, 19972024, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours prior to the “Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions condi- tions herein set forth, the Company CAF agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company Company, the Notes at a purchase price of 97.097% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company CAF at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company CAF to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day immediately available funds) ), to such account or accounts as the Company CAF shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16February 6, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the CompanyCAF, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company CAF will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Securities Corporation in New York, New York, or at such other place as BT Alex. Xxxxx Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase from the Company the Notes Company, at a purchase price of 97.097.386% of their principal amount, the aggregate principal amount of the Notes set forth on the signature page hereof with respect to each Initial Purchaser. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer payable in immediately available (same day day) funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 A.M., New York time, on October March 16, 19971999, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx in New York, New YorkYork of Xxxxxxx, Sachs & Co., or at such other place as BT Alex. Xxxxxxx, Xxxxx & Co. may designate, designate at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company the Notes at a purchase price of 97.095.75% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on October 16June 21, 19971999, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Deutsche Bank Securities, Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.099.00% of their principal amount. One or more certificates in definitive form for the The Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to will be delivered on the Closing Date, shall be delivered by or on behalf of the Company Date to the Initial PurchaserPurchasers, or the Trustee as custodian for the Depository Trust Company (“DTC”), as applicable, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Initial Purchasers at DTC. The Notes will be evidenced by one or more global securities in definitive form (same day fundsthe “Global Notes”) to and will be registered, in the case of the Global Notes, in the name of Cede & Co. as nominee of DTC, and in other cases, in such account or accounts names and in such denominations as the Company Initial Purchasers shall specify request prior to the Closing Date10:00 AM, or by such means as the parties hereto shall agree prior to the Closing DateNew York City time, on September 25, 2023. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx & Xxxxxxx LLP, 0000 Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 9:00 10:00 A.M., New York City time, on October 16September 25, 19972023, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours prior to the “Closing Date.”

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, Acquisition Corp. shall cause the Company agrees to issue and sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees to purchase from the Company Company, the Notes at a purchase price of 97.097% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day in immediately available funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Skadden, Arps, Slate, Xxxxxxx & XxxxxxxXxxx LLP, 00 Xxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx New York at 9:00 A.M., New York timetime on February 25, on October 16, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the CompanyAcquisition Corp., on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Acquisition Corp. shall cause the Company will to make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as BT Alex. Xxxxx the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Notes Subsidiary Guarantors at a purchase price of 97.0101.25% of their principal amount, plus accrued interest from October 4, 2010 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company of at least 36 48 hours (but not less than one business day) prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & XxxxxxxRxxxxxx llp, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16November 23, 19972010, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx Mxxxxxx Lxxxx in New York, New York, or at such other place as BT Alex. Xxxxx Mxxxxxx Lxxxx may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes from the Company the Notes at a purchase price of 97.099.25% of their principal amountamount plus accrued interest since March 12, 2004. One or more certificates in definitive global form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16May 10, 19972004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Xxxxxx Brothers Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes from the Company the Notes at a purchase price of 97.099.25% of their principal amount. One or more certificates in definitive global form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16March 12, 19972004, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Xxxxxx Brothers Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Xxxxxx Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes (and the Guarantees) in the amount set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.086.800% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16September 1, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the its offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company Company, the Notes at a purchase price of 97.097.75% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchaser (with any transfer taxes payable in connection with the transfer of such Notes to the Initial Purchaser duly paid by the Company), against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16December 5, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or ------------ certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Sunshine agrees to issue and sell to $205,000,000 aggregate principal amount of Notes, and each of the Initial PurchaserPurchasers, severally and the Initial Purchaser agrees not jointly, agree to purchase from Sunshine the Company principal amount of Notes set forth opposite the Notes name of such Initial Purchaser in Schedule I hereto at a purchase price of 97.0equal to 97.75% of their the principal amountamount thereof (the "Purchase Price"). One or more certificates in definitive form or global form, as instructed by the Representative, for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser Representative requests upon notice to the Company at least 36 hours Sunshine not later than two full business days prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Sunshine to the Representative for the respective accounts of the Initial Purchaser, Purchasers against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds) to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Dateaccount of Sunshine. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP ("Counsel for the Company"), 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York City time, on October 16November 23, 19972005, or at such other place, time or date as the Initial Purchaser, on the one hand, Representative and the Company, on the other hand, Sunshine may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company Sunshine will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx in New York, New YorkYork offices of Counsel for the Company not later than 9:00 A.M., or at such other place as BT Alex. Xxxxx may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Company and the Guarantor agrees to issue and sell to the Initial Purchaser$40,000,000 aggregate principal amount of Notes, and the Initial Purchaser agrees to purchase from the Company and the Guarantor $40,000,000 aggregate principal amount of Notes at a purchase price of 97.0equal to 97.25% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Initial Purchaser, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchaser duly paid, against payment by or on behalf of the Initial Purchaser of the purchase price Purchase Price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior in immediately available funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP (“Counsel for the Initial Purchaser”), 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000 at 9:00 10:00 A.M., New York City time, on October 16March 23, 19972010, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." “Closing Date”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, NY offices of Counsel for the Initial Purchaser not later than 10:00 A.M., New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company the Notes at a purchase price of 97.097% of their principal amount, the Notes. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon written notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Cahixx Xxxxxx & XxxxxxxXeinxxx, 00 Xxxx Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 xx 10:00 A.M., New York time, on October 16July 31, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Xxowx Xxxorporated in New York, New York, or at such other place as BT Alex. Xxxxx Xxowx Xxxorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes in the amount set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.0100% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice in writing to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 8:00 A.M., New York time, on October 16November 27, 19972002, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase the Notes from the Company the Notes at a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 1629, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company ------------ will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New YorkFirst Union Capital Markets Corp., or at such other place as BT Alex. Xxxxx First Union Capital Markets Corp. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasersell, and the Initial Purchaser agrees Purchasers agree severally to purchase from the Company the Company, $175,000,000 aggregate principal amount of Notes at a purchase price of 97.0equal to 98.25% of their the principal amountamount thereof set forth opposite such Initial Purchasers name on Schedule A hereto. One or more certificates in definitive form or global form, as instructed by the Initial Purchasers, for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers for the account of the Initial Purchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same in same-day funds) to such account or accounts as the Company shall specify prior funds to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York City time, on October 16March 1, 19972007, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchasers and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at the New York offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, Xxxxxx Xxxxxx & Xxxxxxx LLP (“Counsel for the Initial Purchasers”) at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, Purchaser and the Initial Purchaser agrees to purchase from the Company Company, the Notes at a purchase price of 97.097% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day immediately available funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 A.M., New York time, on October 16July 10, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company ------------ will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Securities Corporation in New York, New York, or at such other place as BT Alex. Xxxxx Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company the principal amount of Notes set forth opposite its name on SCHEDULE 1 hereto at a purchase price of 97.097.0000% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16November 26, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.097.75% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) (a portion of which, as determined by the Escrow Agreement, will be made to the account(s) and amount(s) specified in the Escrow Agreement or otherwise by the Escrow Agent), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16May 2, 19972013, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may reasonably designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company the principal amount of Notes set forth opposite its name on Schedule 1 hereto at a purchase price of 97.097.0000% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case, 0000 Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16November 26, 1997, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Notes Subsidiary Guarantors at a purchase price of 97.097.955% of their principal amount, plus accrued interest, if any, from October 1, 2004 to the Closing Date. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company of at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Cxxxxx Xxxxxx & XxxxxxxRxxxxxx LLP, 00 80 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16November 8, 19972004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Guarantor agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Notes (including the related Guarantee) in the respective amounts set forth on Schedule 1 hereto from the Company the Notes at a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantee that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery Delivery of and payment the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16February 20, 19972004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours prior to the Closing Date."

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees and the Subsidiary Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company and the Notes Subsidiary Guarantors at a purchase price of 97.097.55% of their principal amount. One or more certificates in definitive form for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company of at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Subsidiary Guarantors to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify in writing prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16March 22, 19972004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser Purchaser, agrees to purchase the Notes from the Company the Notes Company, at a purchase price of 97.054.101% of their principal amountamount at maturity of the Senior Discount Notes. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxx Xxxx & XxxxxxxXxxxx LLP, 00 Xxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16February 20, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as BT Alex. Xxxxx Incorporated may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Company the Notes Company, at a purchase price of 97.099.0% of their principal amount. One or more certificates in definitive global form in the name of the nominee for The Depository Trust Company for the Notes Securities that the Initial Purchaser has Purchasers have agreed to purchase hereunder, for the account of the Initial Purchasers and in such denomination or denominations and registered in such name or names as the Initial Purchaser Representative requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and the Guarantors to the Initial PurchaserRepresentative, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. The global certificates for the Notes shall be made available for inspection by the Initial Purchasers no later than the business day preceding the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16May 24, 19972017, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company and the Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser Representative at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the ---------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective amounts set forth on Schedule 1 hereto, from the Company the Notes Issuers at a purchase price of 97.098.49% of their principal amountamount ---------- (which amount is equal to 98.0% of the gross proceeds to be received by the Initial Purchasers upon their resale of the Notes to investors). One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxGardere Wynne Sewell LLP, 00 Xxxx Xxxxxx1000 Louisiana, Xxx XxxxSuite 3400, Xxx Xxxx Houston, TX 77002, at 9:00 A.M.0:00 X.X., New York timeXouston xxxx, on October 16xx Xxxxxxx 00, 19970000, or at such other xx xx xxxx xxxxx place, time or date as the Initial PurchaserPurchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company Issuers will ------------ make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Deutsche Banc Alex. Xxxxx Brown Inc. in New York, New York, or at such other place as BT Dexxxxhe Xxxx Alex. Xxxxx Brown Inc. may designate, at least 24 hours prior to the Closing DateClosixx Xatx.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from purchase, the Company the Notes Notes, at a purchase price of 97.097% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) of immediately available funds payable to such account or accounts account as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxxxx & XxxxxxxXxxxx LLP, 00 Xxxx XxxxxxXxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16January 29, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx the Initial Purchaser in New York, New York, York or at such other place as BT Alex. Xxxxx the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree to purchase purchase, severally and not jointly, the $150,000,000 of Notes from the Company the Notes Issuers at a purchase price of 97.097.25% of their principal amount. One or more certificates in definitive form for the Notes and the Guarantees that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery Delivery of and payment the Notes shall be made through the facilities of The Depository Trust Company, or its designated custodian, unless the Initial Purchasers shall otherwise instruct. Payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16May 5, 19972004, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Deutsche Bank Securities Inc. at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, NB Acquisition agrees to cause the Company agrees Issuers, and as of the Closing Date, the Issuers, jointly and severally, agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective amounts set forth on Schedule 1 hereto from the Company the Notes Issuers at a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Purchasers request upon notice to the Company Issuers at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company Issuers to the Initial PurchaserPurchasers, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company Issuers shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16August 6, 19972003, or at such other place, time or date as the Initial PurchaserPurchasers, on the one hand, and the CompanyIssuers, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company Issuers will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx Deutsche Bank Securities Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company Issuer all of the Notes at a purchase price of 97.0equal to 100.00% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Initial Purchaser for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours Issuer not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company Issuer to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx XX 00000, at 9:00 10:00 A.M., New York City time, on October 16July 5, 19972005, or at such other place, time or date as the Initial Purchaser, on the one hand, Purchaser and the Company, on the other hand, Issuer may agree uponupon in writing, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, at least 24 hours NY offices of counsel for the Issuer not later than the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to $200,000,000 aggregate principal amount of Notes, and each of the Initial PurchaserPurchasers, severally and the Initial Purchaser not jointly, agrees to purchase from the Company the principal amount of Notes set forth opposite the name of such Initial Purchaser in Schedule I hereto at a the purchase price of 97.0% of their principal amountset forth on Schedule III hereto (the “Purchase Price”). One or more certificates in definitive form or global form, as instructed by the Representatives for the Notes that the Initial Purchaser has Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Representatives request upon notice to the Company at least 36 hours not later than one full business day prior to the Closing DateDate (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the Initial PurchaserPurchasers, with any transfer taxes payable in connection with the transfer of the Notes to the Initial Purchasers duly paid, against payment by or on behalf of the Initial Purchaser Purchasers of the purchase price Purchase Price therefor by wire transfer (same day funds) to such account in Federal or accounts as the Company shall specify prior other funds immediately available to the Closing Date, or by such means as account of the parties hereto shall agree prior to the Closing DateCompany. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx Xxxxxxxx & XxxxxxxXxxxx LLP (“Counsel for the Issuer”), 00 Xxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:00 10:00 A.M., New York City time, on October 16June 29, 19972009, or at such other place, time or date as the Initial Purchaser, on the one hand, Representatives and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE." “Closing Date”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Initial Purchaser Purchasers at the offices of BT Alex. Xxxxx in New York, New YorkYork offices of Counsel for the Issuer not later than 10:00 A.M., or at such other place as BT Alex. Xxxxx may designate, at least 24 hours New York City time on the business day prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial PurchaserUnderwriters, and the Initial Purchaser agrees Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the Notes at a purchase price of 97.097.26125% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial PurchaserUnderwriters, against payment by or on behalf of the Initial Purchaser Underwriters of the purchase price therefor by wire transfer (same day funds) ), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & XxxxxxxXxxxxxx llp, 00 Xxxx 80 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 xx 10:00 A.M., New York time, on October 16March 9, 19972010, or at such other place, time or date as the Initial PurchaserUnderwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATE“Closing Date." ” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Initial Purchaser Underwriters at the offices of BT Alex. Xxxxx Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as BT Alex. Xxxxx Xxxxxxxxx & Company, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company all of the Notes at a purchase price of 97.0100.037% of their principal amount. One or more certificates in definitive form for the Notes that the Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Initial Purchaser, against payment by or on behalf of the Initial Purchaser of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of White & Case LLP, 0000 Xxxxxx Xxxxxx & Xxxxxxx, 00 Xxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx at 9:00 10:00 A.M., New York time, on October 16June 18, 19971998, or at such other place, time or date as the Initial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "CLOSING DATEClosing Date." The Company will make such certificate or certificates for the Notes available for checking inspection and packaging by the Initial Purchaser at the offices of BT Alex. Xxxxx in New York, New York, or at such other place as BT Alex. Xxxxx may designate, designated by the Initial Purchaser at least 24 hours prior to the Closing Date.