Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.359% of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2, 2019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained (except as may be otherwise specified in Schedule 1) and subject to the terms and conditions herein set forth hereinand therein set forth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the CompanyCompany and each of the Selling Securityholders, severally and not jointly, at a purchase price set forth in Schedule 1 hereto, the number of 99.359% of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 3 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver and each of the Securities Selling Securityholders to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company and each of the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the office of Xxxxx Xxxx & Xxxxxxxx LLPdate, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2, 2019, time and place identified in Schedule 1 hereto or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company and each of the Selling Securityholders will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar at such other place as the Representatives and the Company may agree at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.185% of the principal amount of the Notes and accrued interest, if any, from May 2December 3, 2019 2018 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2December 3, 20192018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, (i) the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359$_______ per share less the Underwriter's discount of 7% of the principal amount purchase price, the number of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, all in such denomination or denominations and registered in such name or names as the Representatives requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a Chicago Clearing House bank and payable in next-day funds or, at the Underwriters in Federal (same day) funds option of the Representatives, by wire transfer to an account at a bank acceptable and payable in same-day funds (in which case the Company shall reimburse to the Representatives Underwriters the one day's interest that would have accrued on such purchase price had the purchase price been paid in next-day funds, such interest based on the broker call rate as reported in the Wall Street Journal) to the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx H.D. Broux & Xxxxxxxx LLPXo., 000 Xxxxxxxxx Inc., 2700 X. Xxxxxxx Xxxxxx, Xxx XxxxXxxxx 0000, XX Xxxxxxx, Xxxxxxx 00000, at 10:00 a.m.xx 9:30 A.M., New York local time, on May 2__________________, 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under ." The Company will make such certificate or certificates for the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York or Chicago, Illinois of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or their correspondent at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, (A) the Company agrees to issue and sell to the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $________ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the names name of such Underwriter in Column (a), Schedule III hereto and (B) each of the Selling Stockholders agrees to sell to each of the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each of the Selling Stockholders the number of Firm Securities set forth opposite the name of such Underwriter in Exhibit A Column (b) of Schedule III 11 12 hereto. The One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company will deliver at least 48 hours prior to the Securities Firm Closing Date, shall be delivered by or on behalf of the Company and the Selling Stockholders to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives respective accounts of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Testx, Xxrwxxx & Xhibxxxxx, XXP, High Street Tower, 125 Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx XxxxXxxxxx, XX 00000, at 10:00 a.m.Xxxxxxxxxxxxx 00000 xx 9:30 A.M., New York time, on May 2January ___, 20191998, or at such other place, time not later than seven full business days thereafter or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives and the Company determinemay determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.08% of the principal amount of the Notes and accrued interestthereof, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A Schedule B hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m.A.M., (New York time), on May 2November 3, 20192003, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.580% of the principal amount of the Notes and accrued interest, if any, from May 2November 15, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2November 15, 2019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $________ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Xxxxx, Xxxxxxx & Xxxxxxxx Xxxxxxxxx, LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx XxxxXxxxxx, XX 00000, Xxxxxxxxxxxxx 00000 at 10:00 a.m.9:30 A.M., New York time, on May 2__________, 20191999, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.310% of the principal amount of the Notes and accrued interest, if any, from May 2November 13, 2019 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2November 13, 20192015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $[_____] per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto; except as provided in Section 3(b), below. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx O'Melveny & Xxxxxxxx LLP, 000 Xxxxxxxxx Myerx XXX; 275 Xxxxxxx Xxxxxx, Xxxxx 0000; Xxx XxxxXxxxxxxxx, XX 00000-0000, at 10:00 a.m.xx 9:30 A.M., New York time, on May 2, 2019[_____], or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $4.675 per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxxx, Xxxxx Xxxx & Xxxxxxxx Bockius LLP, 000 Xxxxxxxxx Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 a.m.9:30 A.M., New York time, on May 2October 14, 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, (i) the Company agrees to sell 2,083,334 Firm Securities to the several Underwriters, and (ii) each of the Underwriters Selling Stockholder agrees, severally and not jointly, to sell the number of Firm Securities set forth opposite such Selling Stockholder's name in Schedule II hereto, and (iii) each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the respective Selling Stockholders, at a purchase price of 99.359% $_____ per share, the number of Firm Securities (subject to such adjustment to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Firm Securities to be sold by the Company and each of the principal amount Selling Stockholders, respectively, as the number of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto bears to the total number of Firm Securities. Certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company and the Agent at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver and the Securities Selling Stockholders to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price therefor by wire transfers in same day funds (the "Wired Funds") to accounts specified by the Underwriters Company and the Agent, respectively. Documents required to be delivered pursuant to this Agreement in Federal (same day) funds by wire transfer to an account at a bank acceptable to connection with such delivery of and payment for the Representatives Firm Securities shall be made at the office offices of Xxxxx Xxxx Vinsxx & Xxxxxxxx LLPXlkixx X.X.P., 000 Xxxxxxxxx 2300 First City Tower, 1001 Xxxxxx, Xxx XxxxXxxxxxx, XX 00000, Texas 77002-6760 at 10:00 9:00 a.m., New York Central time, on May 2____________, 20191998, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.to

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $[.] per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP(Illinois), 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx XxxxChicago, XX 00000Illinois 60606-1285, at 10:00 a.m.9:30 A.M., New York Chicago time, on May 2[.], 20192000, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the -------------------------------------------- representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $____ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, 000 Xxxxxxxxx Xxxx 0xx Xxxxxx, Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000Xxxxxxxxxx 00000 at 6:30 A.M., at 10:00 a.m., New York local time, on May 2August __, 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under ." The Company will make such certificate or certificates for the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $__ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx 00xx Xxxxx, Xxxxx Xxxx, XX 00000Xxxxxxxxxx 00000 at 9:30 A.M., at 10:00 a.m., New York local time, on May 2August [13], 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35998.689% of the principal amount of the Additional Notes plus accrued interest of $2,756,250 from May 28, 2014 to, but excluding August 19, 2014 and accrued interest, if any, from May 2August 19, 2019 2014 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2August 19, 20192014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $________ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Xxxxxx & Xxxxxxxx LLPXxxxxxx, 000 Xxxxxxxxx Xxxx 0xx Xxxxxx, Xxxxx 0000, Xxx XxxxXxxxxxx, XX 00000Xxxxxxxxxx 00000 at 6:30 A.M., at 10:00 a.m., New York local time, on May 2__________, 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35998.896% of the principal amount of the Notes and Securities, plus accrued interest, if any, interest from May 214, 2019 to, but excluding 2014 to the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx 00 Xxxxxxx Xxxxxx, Xxx XxxxLondon EC2R 7, XX 00000United Kingdom, at 10:00 a.m., New York London time, on May 214, 20192014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company Trust agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the CompanyTrust, at a purchase price of 99.359% $[ ] per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Trust at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities Trust to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Trust. Such delivery of and payment for the Firm Securities shall be made at the office of Xxxxx offices Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Xxx Xxxx at 10:00 a.m.9:30 A.M., New York time, on May 2February [ ], 20192003, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determineTrust may agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Trust will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Trust's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.099% of the principal amount of the Notes and Securities, plus accrued interestinterest from November 26, if any, from May 2, 2019 to, but excluding 2013 to the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2November 26, 20192013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35998.808% of the principal amount of the Notes and accrued interest, if any, from May 220, 2019 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 220, 20192015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 99.359103% of the principal amount of the Notes and accrued interestthereof, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A Schedule B hereto. The Company will deliver the Securities cause to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives be delivered against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, LLP at 10:00 a.m.A.M., (New York time), on May 24, 20192011, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35999.422% of the principal amount of the Notes and accrued interest, if any, from May 2February 23, 2019 2016 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 2March 1, 20192016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees Issuers agree to issue and sell to the several UnderwritersInitial Purchasers, and each of the Underwriters agrees, Initial Purchasers severally and not jointly, agrees to purchase from the CompanyIssuers, at a purchase price of 99.35997.5% of the their principal amount of the Notes and accrued interestamount, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective aggregate principal amounts of the Securities set forth opposite the their respective names of the Underwriters in on Exhibit A C hereto. The Company will deliver obligations of the Initial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Securities that the Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as instructed each Initial Purchaser requests upon notice to the Company at least 48 hours prior to the Closing Date, shall be delivered by the Representatives for the accounts or on behalf of the several Underwriters in a form reasonably acceptable to the Representatives Company, against payment by or on behalf of the Initial Purchasers of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable of immediately available funds net of the overnight cost of such funds to the Representatives account of the Company previously designated by it in writing. Such delivery of and payment for the Securities shall be made at the office offices of Skadden, Arps, Slate, Meagxxx & Xlom, 009 Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 xx 9:00 a.m., New York time, on May 2June 30, 20191997, or at such other time not later than seven full business days thereafter date as the Representatives Initial Purchasers and the Company determinemay agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date ." The Company will make such certificate or certificates for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Initial Purchasers at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 99.35998.25% of the principal amount of the Notes and accrued interestthereof, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A Schedule B hereto. The Company will deliver the Securities cause to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives be delivered against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, LLP at 10:00 a.m.A.M., (New York time), on May 2September 16, 20192013, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $19.00 per Unit, which represents the public offering price set forth in the Prospectus less an underwriting discount of ten percent (10%), the principal amount number of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Drinker Biddle & Xxxxxxxx Reath LLP, 000 Xxxxxxxxx XxxxxxOne Logax Xxxare, Xxx XxxxXxxxxdelphia, XX 00000, at 10:00 a.m.00000 xx 9:30 A.M., New York time, on May 2__________, 20192002, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis --------------------------------------------- of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $______ per Common Share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m.9:30 A.M., New York time, on May 2________, 20191998, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $25.82 per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Pryor, Cashman, Sherman & Flynn, 410 Park Avxxxx, Xew Xxxx, Nxx Xxxx & Xxxxxxxx LLP00000, 000 Xxxxxxxxx Xxxxxxxx 0:00 X.X., Xxx Xxxx, XX 00000, at 10:00 a.m., New York timeXxxx xime, on May 2July 16, 20191997, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees and the Selling Stockholders agree to issue and sell to each of the several Underwriters, the number of Firm Securities set forth opposite the name of the Selling Stockholders and the Company in Schedule 1 hereto, and each of the Underwriters agreesUnderwriters, severally and not jointly, agree to purchase from the CompanyCompany and Selling Stockholder, at a purchase price of 99.359% $_______ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least [48] hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, ________________ at 10:00 a.m.9:30 A.M., New York time, on May 2______, 20191999, or at such other place, time not later than seven full business days thereafter or date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives and the Company determinemay determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, the Guarantors agree to guarantee the Securities and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of 99.35995.703% of the principal amount of the Notes and accrued interestthereof, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A Schedule B hereto. The Company will deliver the Securities cause to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives be delivered against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, LLP at 10:00 a.m.A.M., (New York time), on May 2February 14, 20192011, or at such other time not later than seven three full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and ,” against delivery of securities for all the Securities sold pursuant to the offeringTrustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. Each Underwriter executing this Agreement on its own behalf and as Representative of the several Underwriters (the "Representative[s]") hereby represents and warrants to the Seller that it has been authorized by the other Underwriters to execute this Agreement on their behalf. On the basis of the representations, warranties and agreements and contained herein, but subject to the terms and conditions set forth herein, the Company Seller agrees to sell to the several Underwriters, and each of the Underwriters agrees, agree severally and not jointly, to purchase from the CompanySeller, at a purchase price of 99.359% of the respective principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts each series or class of Securities set forth opposite the names of the Underwriters on Schedule I. The Securities are to be purchased at the purchase price set forth on Schedule II, plus accrued interest to the extent set forth in Exhibit A heretosuch Schedule. The Company Seller will deliver the Securities to or as instructed by the Representatives Representative[s] for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives immediately available funds, at the office offices of General Motors Acceptance Corporation 3031 Xxxx Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx XxxxxxXxxxxxxxx, Xxx XxxxXxxxxx Xxx, XX Detrxxx, Xxxxxxxx 00000, xx , at 10:00 a.m., a.m. (New York City time, on May 2, 2019), or at such other time not later than seven full business days thereafter as the Representatives Representative[s] and the Company Seller determine, such time being herein referred to as the “"Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. ." The Securities so to be delivered or evidence of their issuance will be made initially represented by Securities registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the Securities will be represented by book entries on the records of DTC and participating members thereof. Definitive Securities will be available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Dateonly under limited circumstances.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell issue and sell, and each of the Selling Securityholders, severally and not jointly, agrees to sell, to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Securityholders, at a purchase price of 99.359% (i) $39.50 per share of Common Stock to be sold and (ii) with respect to the Warrants to purchase 165,000 shares of Common Stock held by Remy Capital Partners III, L.P. to be sold, $39.50 per share of Common Stock issuable upon exercise of the principal amount Warrants less the exercise price of 1 43/48 per share, the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver and each of the Securities Selling Securityholders to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account designated by the Company and each of the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Baker & Xxxxxxxx LLPBotts, 000 Xxxxxxxxx XxxxxxL.L.P., One Shell Plaza, 910 Louisiana, Houston, Xxxas 00002 at 9:30 A.X., Xxx XxxxXxxx Xxxx xxxx, XX 00000xx Xxxxxxxxx 0, at 10:00 a.m.0000, New York time, on May 2, 2019, or xx at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 11 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company and each of the Selling Securityholders will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule I hereto at a purchase price of 99.359(i) 99.554% of the respective principal amount thereof in the case of the Senior Notes purchased by such Underwriter and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter definedii) 99.388% of the respective principal amounts of Securities set forth opposite amount thereof in the names case of the Underwriters in Exhibit A heretoSubordinated Notes purchased by such Underwriter. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Cravath, Swaine & Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 9:00 a.m., New York time, on May 215, 20192013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP the Depository Trust Company (“DTC”) or its designated custodian at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $________ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired ----- Funds") to the Representatives account of the Company. Such delivery of and payment for the ------ Firm Securities shall be made at the office offices of Xxxxx Xxxx Cadwalader, Xxxxxxxxxx & Xxxxxxxx LLPXxxx, 000 Xxxxxxxxx XxxxxxXxxxxx Xxxx, Xxx Xxxx, XX 00000, Xxx Xxxx 00000 at 10:00 a.m.9:30 A.M., New York time, on May 2__________, 20191998, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate ----------------- or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated ("Prudential") at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.35998.469% of the principal amount of the Notes and Securities, plus accrued interest, if any, interest from May 224, 2019 to, but excluding 2013 to the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit Schedule A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m., New York time, on May 224, 20192013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to, and each of the Selling Securityholders, severally and not jointly, agrees to sell to, each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Securityholders, at a purchase price of 99.359% $_____ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company and the Attorneys-in-Fact at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver and the Securities Selling Securityholders to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives order of the Company and the Selling Securityholders, as their interests may appear. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Pillsbury Madison & Xxxxxxxx Sutro LLP, 000 Xxxxxxxxx Xxxxxxxxxx Xxxxxx, Xxx XxxxSan Francisco, XX 00000, California at 10:00 a.m.9:30 A.M., New York time, on May 2February __, 2019, 2000 or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $___ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same-day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP(Illinois), 000 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxxxx, Xxx XxxxChicago, XX 00000Illinois 60606-1285, at 10:00 a.m.9:30 A.M., New York Chicago time, on May 2November ___, 20192000, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering". The Company will make such certificate or certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices in New York, New York of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar or of Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to each of the several Underwriters, and each of the Underwriters agreesUnderwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.359% $_____ per share, the number of the principal amount of the Notes and accrued interest, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, in such denomination or denominations and registered in such name or names as the Representatives requests upon notice to the Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment by or on behalf of the Underwriters of the aggregate purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable in same day funds (the "Wired Funds") to the Representatives account of the Company. Such delivery of and payment for the Firm Securities shall be made at the office offices of Xxxxx Xxxx Snelx & Xxxxxxxx LLPXilmxx X.X.P., 000 Xxxxxxxxx One Xxxxxxx Xxxxxx, Xxx XxxxXxxxxxx, XX Xxxxxxx 00000-0000 xx 9:30 A.M., at 10:00 a.m.Phoenix, New York Arizona time, on May 2__________, 20191996, or at such other place, time not later than seven full business days thereafter or date as the Representatives and the Company determinemay agree upon or as the Representatives may determine pursuant to Section 9 hereof, such time and date of delivery against payment being herein referred to as the “"Firm Closing Date”. For purposes of Rule 15c6-1 under ." The Company will make such certificate or certificates for the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking and packaging by the Representatives at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLP the Company's transfer agent or registrar at least 24 hours prior to the Firm Closing DateDate or, if available, will coordinate the transfer of the Firm Securities to the Underwriters through the facilities of the Depository Trust Company.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell issue the Firm Shares to the several Underwriters, Depositary and each of cause the Depositary to issue Depositary Shares to the Underwriters agreesand the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.359% of the principal amount of the Notes and accrued interest[ ] per Depositary Share, if any, from May 2, 2019 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts numbers of Securities Depositary Shares set forth opposite the names of the Underwriters in Exhibit Schedule A hereto. The Company will deliver the Securities cause to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives be delivered against payment of the purchase price by the Underwriters the Securities in the form of one or more permanent Global Securities in definitive form (“Global Securities”) deposited with the Depositary as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Hovnanian Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 a.m.A.M., (New York time), on May 2[ ], 20192005, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”,” against delivery to the Depositary as custodian for DTC of the Global Securities representing all of the Securities. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities Depositary Shares sold pursuant to the offering. The Global Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Depositary Shares at the purchase price per Depositary Share (including any accumulated dividends thereon to the related Optional Closing Date) to be paid for the Firm Depositary Shares. The Company agrees to issue Optional Shares to the Depositary, and to cause the Depositary to issue to the Underwriters Optional Depositary Shares, the number of such Optional Depositary Shares to equal the number specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Depositary Shares. Such Depositary Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Depositary Shares set forth opposite such Underwriter’s name bears to the total number of Firm Depositary Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Depositary Shares. No Optional Depositary Shares shall be sold or delivered unless the Firm Depositary Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Depositary Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Depositary Shares, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Depositary Shares is given. The Company will issue the Optional Shares to the Depositary and cause the Depositary to deliver the Optional Depositary Shares being purchased on each Optional Closing Date to the Representatives for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Hovnanian Enterprises, Inc. or as the Company specifies, at the above office of Xxxxx Xxxx & Xxxxxxxx. The certificates for the Optional Depositary Shares being purchased on each Optional Closing Date will be Global Securities, in such denominations and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained and subject to the terms and conditions herein set forth hereinforth, the Company agrees to issue and sell to the several UnderwritersInitial Purchasers, and each of the Underwriters agrees, Initial Purchaser acting severally and not jointly, jointly agrees to purchase from the Company, the Notes in the respective amounts set forth on SCHEDULE 1 hereto, at a purchase price of 99.35995.618% of the their principal amount of amount. One or more certificates in definitive form for the Notes and accrued interestthe related Guarantees that the Initial Purchasers have agreed to purchase hereunder, if any, from May 2, 2019 to, but excluding and in such denomination or denominations and registered in such name or names as the Initial Purchasers request upon notice to the Company at least 48 hours prior to the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names shall be delivered by or on behalf of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to Company, against payment by or as instructed by the Representatives for the accounts on behalf of the several Underwriters in a form reasonably acceptable to the Representatives against payment Initial Purchasers, of the purchase price by the Underwriters in Federal (same day) funds therefor by wire transfer to an account at a bank acceptable of immediately available funds to the Representatives account of the Company previously designated by it in writing. Such delivery of and payment for the Notes and the related Guarantees shall be made at the office offices of Xxxxx Xxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxxx LLPXxxx, 000 Xxxxxxxxx Xxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, at 10:00 a.m., New York time, on May 2June 16, 20191999, or at such other time not later than seven full business days thereafter date as the Representatives Initial Purchasers and the Company determinemay agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date”. For purposes of Rule 15c6-1 under ." The Company will make such certificate or certificates for the Exchange Act, Notes and the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made related Guarantees available for inspection at checking by the above office of Xxxxx Xxxx & Xxxxxxxx LLP Initial Purchasers in New York, New York at least 24 hours prior to the Closing Date.