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 Underwriters, and the 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 at 97.26125% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the 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 Underwriters, against payment by or on behalf of the 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 & Xxxxxxx llp, 80 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York time, on March 9, 2010, or at such other place, time or date as the Underwriters, 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 Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as 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, each of the Company and the Guarantor agrees to issue and sell to the Underwriters$40,000,000 aggregate principal amount of Notes, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company and the Guarantor $40,000,000 aggregate principal amount of Notes at 97.26125a purchase price equal 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 Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial 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 Underwriters 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 & Xxxxxxx llpLLP (“Counsel for the Initial Purchaser”), 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx XX 00000 at 10:00 A.M., New York City time, on March 923, 2010, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. 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 Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers agree, 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 principal amount of Notes set forth opposite their respective names on Schedule 1 hereto at 97.2612597.25% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as each of the Underwriters request Initial 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters such Initial 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 llp, 80 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx Xogux xx 10:00 A.M.New York, New York timeon April 1, on March 9, 20101998, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 inspection and packaging by the Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or Initial Purchasers at such other place as Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I II attached hereto from the Company at 97.2612597.0% of their principal amount. One or more certificates in definitive global form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial 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 of and payment for the Notes shall be made at the offices of Xxxxx Xxxx LLP, 0000 Xxxxxx Xxxxxx & Xxxxxxx llp, 80 Pxxx Xxxxxxxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9June 26, 20102003, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 Underwriters Initial Purchasers at the offices of Xxxxxxxxx & Company, Deutsche Bank Securities Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company Company, at 97.2612597.386% 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 Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial 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 llpXxxxxxx, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 00000, at 10:00 A.M., New York time, on March 916, 20101999, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxxxxxx & Company, Inc. in New York, New YorkYork of Xxxxxxx, Sachs & Co., or at such other place as Xxxxxxxxx Xxxxxxx, Xxxxx & Company, Inc. 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the Notes at 97.26125a purchase price of 95.75% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llpXxxxxxx, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 at 9:00 A.M., New York time, on March 9June 21, 20101999, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & CompanyDeutsche Bank Securities, Inc. in New York, New York, or at such other place as Xxxxxxxxx & CompanyDeutsche 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 97.2612599.0% of their principal amount. One The Notes will be delivered on the Closing Date to the Initial Purchasers, or more certificates in definitive form the Trustee as custodian for the Notes that the Underwriters have agreed to purchase hereunderDepository Trust Company (“DTC”), and in such denomination or denominations and registered in such name or names as the 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 Underwritersapplicable, against payment by or on behalf of the Underwriters Initial 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 funds)the “Global Notes”) and will be registered, to 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 Xxxxxx & Xxxxxxx llpLLP, 80 Pxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx XX 00000 at 10:00 A.M., New York City time, on March 9June 28, 20102024, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612599.25% of their principal amountamount plus accrued interest since March 12, 2004. One or more certificates in definitive global form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llpLLP, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9May 10, 20102004, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Xxxxxx Brothers Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612599.306% of their principal amountamount plus accrued interest from April 11, 2006 to the Closing Date, less the Initial Purchaser's fee of (euro)6,454,890. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 Cxxxxx Xxxxxx & Xxxxxxx llpRxxxxxx LLP, 80 Pxxx XxxxxxAxxxxxxxx House, Xxx Xxxx6A Austin Friars, Xxx Xxxx xx London, England EC2N 2HA at 10:00 A.M., New York London time, on March 9April 11, 20102006, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Deutsche Bank Securities Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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, Acquisition Corp. shall cause the Company agrees to issue and sell to the Underwriters, Initial Purchaser and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612597% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 & Xxxxxxx llpXxxx LLP, 80 Pxxx XxxxxxNew York, Xxx Xxxx, Xxx Xxxx xx 10:00 New York at 9:00 A.M., New York timetime on February 25, on March 9, 20101998, or at such other place, time or date as the UnderwritersInitial 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 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. BT Alex. Xxxxx Incorporated in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 97.2612597.75% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial 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 & Xxxxxxx llpLLP, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9May 2, 20102013, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 Underwriters Initial Purchasers at the offices of Xxxxxxxxx & Company, Deutsche Bank Securities Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes set forth opposite its name on Schedule 1 hereto at 97.2612597.0000% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llp, 80 Pxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9November 26, 20101997, or at such other place, time or date as the UnderwritersInitial 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 inspection and packaging by the Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or Initial Purchaser at such other place as Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes Securities in the respective principal amounts set forth on Schedule I 1 hereto from the Company and the Subsidiary Guarantors at 97.2612597.955% 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 Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial 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 UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial 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 & Xxxxxxx llpRxxxxxx LLP, 80 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9November 8, 20102004, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 and the Subsidiary Guarantors will make such certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters Initial Purchasers at the offices of Xxxxxxxxx & Company, Deutsche Bank Securities Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the Notes at 97.26125a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llpXxxxxxx, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 at 9:00 A.M., New York time, on March 9October 16, 20101997, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. BT Alex. Xxxxx in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchasers, and the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I 1 hereto from the Company at 97.2612599.00% of their principal amount. One The Notes will be delivered on the Closing Date to the Initial Purchasers, or more certificates in definitive form the Trustee as custodian for the Notes that the Underwriters have agreed to purchase hereunderDepository Trust Company (“DTC”), and in such denomination or denominations and registered in such name or names as the 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 Underwritersapplicable, against payment by or on behalf of the Underwriters Initial 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 funds)the “Global Notes”) and will be registered, to 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 Xxxxxx & Xxxxxxx llpLLP, 80 Pxxx Xxxxxx0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx XX 00000 at 10:00 A.M., New York City time, on March 9September 25, 20102023, or at such other place, time or date as the UnderwritersInitial Purchasers, 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 Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612597% of their principal amount, the Notes. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 & Xxxxxxx llpXeinxxx, 80 00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York time, on March 9July 31, 20101998, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. BT Alex. Xxowx Xxxorporated in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. BT Alex. Xxowx Xxxorporated 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 Underwriterssell, and the Underwriters, acting Initial Purchasers agree severally and not jointly, agree to purchase from the Company, $175,000,000 aggregate principal amount of Notes in at a purchase price equal to 98.25% of the respective principal amounts amount thereof set forth opposite such Initial Purchasers name on Schedule I hereto from the Company at 97.26125% of their principal amountA hereto. One or more certificates in definitive form or global form, as instructed by the Initial Purchasers, for the Notes that the Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters Initial 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 UnderwritersInitial Purchasers for the account of the Initial Purchasers, against payment by or on behalf of the Underwriters Initial 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 llp, 80 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 A.M., New York City time, on March 91, 20102007, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” The Company will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchasers at the New York offices of Xxxxxxxxx Xxxxxx Xxxxxx & Company, Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. may designate, 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 Initial Purchaser agrees to issue and sell to purchase from the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase Issuer all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.26125a purchase price equal 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 Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 Underwriters, against payment by or on behalf of the 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 DateInitial Purchaser. Such delivery of and payment for the Notes shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llpLLP, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx XX 00000, at 10:00 A.M., New York City time, on March 9July 5, 20102005, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” The Company Issuer will make such certificate or certificates for the Notes available for checking and packaging examination by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. 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 the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company all of the Notes at 97.26125100.037% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llp, 80 Pxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9June 18, 20101998, or at such other place, time or date as the UnderwritersInitial 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 inspection and packaging by the Underwriters at the offices of Xxxxxxxxx & Company, Inc. in New York, New York, or Initial Purchaser at such other place as Xxxxxxxxx & Company, Inc. 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612599.25% of their principal amount. One or more certificates in definitive global form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llpLLP, 80 Pxxx 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 912, 20102004, or at such other place, time or date as the UnderwritersInitial 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 Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Xxxxxx Brothers Inc. in New York, New York, or at such other place as Xxxxxxxxx & Company, 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 UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, all of the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612596.50 % of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 shall be made at the offices of McDexxxxx Xxxl & Emerx 000 Xxxx Xxxxxx Xxxxxx & Xxxxxxx llpXxxxxxx, 80 Pxxx XxxxxxXxxxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 9:00 A.M., New York Chicago time, on March 9October 14, 20101997, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” " The Company will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. PaineWebber Incorporated in New York, New York, York or at such other place as Xxxxxxxxx & Company, Inc. PaineWebber 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 UnderwritersInitial Purchaser, and the UnderwritersInitial Purchaser agrees to purchase, acting severally and not jointlythe Notes, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612597% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 & Xxxxxxx llpXxxxx LLP, 80 Pxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9January 29, 20101998, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” " The Company will make such certificate or certificates for the Notes Securities available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. the Initial Purchaser in New York, New York, York or at such other place as Xxxxxxxxx & Company, Inc. 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 condi- tions herein set forth, the Company CAF agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 97.2612597% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters 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 llp, 80 Pxxx Xxxxxxxx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx xx at 10:00 A.M., New York time, on March 9February 6, 20101997, or at such other place, time or date as the UnderwritersInitial 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 Date.” The Company " CAF will make such certificate or certificates for the Notes available for checking and packaging by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. BT Securities Corporation in New York, New York, or at such other place as Xxxxxxxxx & Company, Inc. BT 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 Sunshine agrees to issue and sell to the Underwriters$205,000,000 aggregate principal amount of Notes, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agree to purchase from Sunshine the principal amount of Notes in the respective principal amounts set forth on opposite the name of such Initial Purchaser in Schedule I hereto from the Company at 97.26125a purchase price equal 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 Underwriters Initial Purchasers have severally agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 Underwriters, Representative for the respective accounts of the Initial Purchasers against payment by or on behalf of the Underwriters Initial 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 & Xxxxxxx llpLLP ("Counsel for the Company"), 80 Pxxx 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx 10:00 at 9:00 A.M., New York City time, on March 9November 23, 20102005, or at such other place, time or date as the Underwriters, 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 Date.” The Company " Sunshine will make such certificate or certificates for the Notes available for checking and packaging examination by the Underwriters Initial Purchasers at the offices of Xxxxxxxxx & Company, Inc. in New York, New YorkYork offices of Counsel for the Company not later than 9:00 A.M., or at such other place as Xxxxxxxxx & Company, Inc. 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 Underwriters$120,000,000 aggregate principal amount of Notes, and the UnderwritersInitial Purchaser, acting severally and not jointly, agree agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the principal amount of Notes at 97.26125a purchase price equal to 100.50% of their the principal amountamount thereof (the “Purchase Price”). One or more certificates in definitive form for or global form, as instructed by the Notes that the Underwriters have agreed to purchase hereunderInitial Purchaser has, and in such denomination or denominations and registered in such name or names as the Underwriters request 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 UnderwritersInitial Purchaser for the account of 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 Underwriters 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 Cxxxxx Xxxxxx & Xxxxxxx llpRxxxxxx LLP (“Counsel for the Initial Purchaser”), 80 Pxxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx xx XX 00000 at 10:00 A.M., New York City time, on March 9April 2, 20102007, or at such other place, time or date as the Underwriters, on the one hand, Initial 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.” ”. The Company will make such certificate or certificates for the Notes available for checking and packaging examination by the Underwriters Initial Purchaser at the offices of Xxxxxxxxx & Company, Inc. 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 Xxxxxxxxx & Company, Inc. may designate, at least 24 hours York City time on the business day prior to the Closing Date.