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 covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment of the purchase price for, and delivery of certificate(s) for, the Securities shall be made at the offices of Deutsche Bank Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell issue the Firm Shares to each Underwriter, the Depositary and each Underwritercause the Depositary to issue Depositary Shares to the Underwriters and the Underwriters agree, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% [ ] per Depositary Share, the respective numbers of Depositary Shares set forth opposite the names of the principal amount thereofUnderwriters in Schedule A hereto. Payment The Company will cause to be delivered against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Depositary as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust 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 at 10:00 A.M., ("DTC"New York time), on [ ], 2005, or registered in at such other names and in such denominations time not later than seven full business days thereafter as the Representatives request in writing not 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 Act of 1934, the Closing Date (if later than the second full business day prior otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Depositary Shares sold pursuant to the Closing Dateoffering. The single global certificate Global Securities will be made available for inspection checking at the above office of Xxxxx Xxxx & Xxxxxxxx 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 at least one business day prior 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 such place a bank acceptable to the Representatives drawn to the order of Hovnanian Enterprises, Inc. or as the RepresentativesCompany specifies, DTC 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 Company shall agreename 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 and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of 103% of the principal amount thereof, the respective principal amounts of Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated B hereto. The Company will cause to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment be delivered against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust 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 at 10:00 A.M., ("DTC"New York time), on May 4, 2011, or registered in at such other names and in such denominations time not later than three full business days thereafter as the Representatives request in writing not later than and the second full business day Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each Underwriter, the Underwriters agree to purchase severally and not jointly, agrees to purchase jointly from the Company, Company the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment of the purchase price forset forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. Payment for the Securities to be sold hereunder is to be made in New York Clearing House funds by federal funds wire transfer or by certified or bank cashier's checks drawn to the order of the Company for the Securities to be sold by it against delivery of the Securities to the Representatives. Such payment and delivery of certificate(s) for, the Securities shall are to be made at the offices of Deutsche Bank Securities Inc., 60 Wall 31 52nd Street, 3rd 25th Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxx xxxxx xxxx xxxxxxxx xxx xxxxx xxx xxxe of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate , and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.25% of the principal amount thereof, the respective principal amounts of Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated B hereto. The Company will cause to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment be delivered against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust 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 at 10:00 A.M., ("DTC"New York time), on September 16, 2013, or registered in at such other names and in such denominations time not later than three full business days thereafter as the Representatives request in writing not later than and the second full business day Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, Premcor agrees to guarantee the Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.125% of the principal amount thereof, plus accrued interest, if any, from April 23, 2004 to the Closing Date (as herein defined), the respective principal amounts of Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereofhereto. Payment The Company will deliver against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully 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 The Depository Trust Premcor Refining Group Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M., ("DTC"New York time), on April 23, 2004, or registered in at such other names and in such denominations time not later than seven full business days thereafter as the Representatives request in writing not later than and the second full business day Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of 99.08% of the principal amount thereof, the respective principal amounts of Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereofB hereto. Payment The Company will deliver against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust 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 Representative drawn to the order of X. Xxxxxxxxx Enterprises, Inc. or as the Company specifies at the office of Xxxxx Xxxx & Xxxxxxxx at 10:00 A.M., ("DTC"New York time), on November 3, 2003, or registered in at such other names and in such denominations as the Representatives request in writing time not later than the second seven full business day days thereafter as the Representative and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, the Underwriters and each Underwriter, the Underwriters agree to purchase severally and not jointly, agrees to purchase jointly from the Company, Company the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment of the purchase price forset forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. Payment for the Securities to be sold hereunder is to be made in New York Clearing House funds by federal funds wire transfer or by certified or bank cashier's checks drawn to the order of the Company for the Securities to be sold by it against delivery of the Securities to the Representatives. Such payment and delivery of certificate(s) for, the Securities shall are to be made at the offices of Deutsche Bank Securities Inc., 60 Wall Street00 Xxxx 00xx Xxxxxx, 3rd Floor00xx Xxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, at 10:00 a.m. New York xxxxtime, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate , and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite the such Underwriter's name of such Underwriter in Schedule I hereto (plus hereto; provided, however, that the Company shall have no obligation to sell any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereofUnderwriters' Securities unless the Underwriters purchase all of the Underwriters' Securities. Payment Securities to be purchased by the Underwriters are herein sometimes called the "UNDERWRITERS' SECURITIES." Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of certificate(s) forof, the Underwriters' Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Deutsche Bank Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, Bear Stearns or at 10:00 a.m. such other place in the New York xxxxCity metrxxxxxxxn area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, xx Xxxxx 00on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), 0000 xx xx xxxx xxxxx xxxx or such other time and date thereafter as shall be agreed upon by you and the Company shall agree upon, (such time and date being herein referred to as the "Closing Date." (As used herein, CLOSING TIME"business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for shall be made to the Company by wire transfer of federal funds payable to the account of the Company specified by it against delivery to you of the Underwriters' Securities to be sold hereunder is to purchased by you. Such Securities shall be made represented by Federal Funds wire transfer to an account designated by one or more global certificates (in the Company, against delivery of form provided in the Securities to the Underwriters. The Securities Indenture) which will be evidenced by deposited with a single definitive global certificate in book-entry formcustodian for, fully and registered in the name of Cede & Co., Co. ("CEDE") as nominee for of, The Depository Trust Company; beneficial interests in such global certificates will be shown on the records maintained by Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Morgan Guaranty Trust Company of New York, Brussels offixx, xx operator of the Euroclear System ("DTCEUROCLEAR") and Cedel Bank, societe anonyme ("CEDEL BANK"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite the name of such Underwriter Underwriters’ respective names in Schedule I hereto (plus hereto; provided, however, that the Company shall have no obligation to sell any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereofUnderwriters’ Securities unless the Underwriters purchase all of the Underwriters’ Securities. Payment Securities to be purchased by the Underwriters are herein sometimes called the “Underwriters’ Securities.” Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of certificate(s) forof, the Underwriters’ Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Deutsche Bank Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, Bear Xxxxxxx or at 10:00 a.m. such other place in the New York xxxxCity metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, xx Xxxxx 00on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), 0000 xx xx xxxx xxxxx xxxx or such other time and date thereafter as shall be agreed upon by you and the Company shall agree upon, (such time and date being herein referred to as the "“Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closedTime”). Payment for shall be made to the Company by wire transfer of same day funds payable to the account of the Company specified by it against delivery to you of the Underwriters’ Securities to be sold hereunder is to be made purchased by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Such Securities shall be represented by one or more global certificates (in the form provided in the Indenture) which will be evidenced by deposited with a single definitive global certificate in book-entry formcustodian for, fully and registered in the name of Cede & Co., Co. (“Cede”) as nominee for of, The Depository Trust Company; beneficial interests in such global certificates will be shown on the records maintained by The Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Euroclear Bank S.A./N.V., as operator of the Euroclear System ("DTC")“Euroclear”) and Clearstream Banking, or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agreesociété anonyme.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants agreements herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe Underwriters, the Guarantors agree to guarantee the Securities and each Underwriterthe Underwriters agree, severally and not jointly, agrees to purchase from the Company, at a purchase price of 95.703% of the principal amount thereof, the respective principal amounts of Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated B hereto. The Company will cause to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereof. Payment be delivered against payment of the purchase price for, and delivery of certificate(s) for, by the Underwriters the Securities shall be made at in the offices form of Deutsche Bank one or more permanent Global Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, at 10:00 a.m. New York xxxx, xx Xxxxx 00, 0000 xx xx xxxx xxxxx xxxx in definitive form (“Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company (“DTC”) and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust 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 at 10:00 A.M., ("DTC"New York time), on February 14, 2011, or registered in at such other names and in such denominations time not later than three full business days thereafter as the Representatives request in writing not later than and the second full business day Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as custodian for DTC of the Global Securities representing all of the Securities. The Global Securities will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth in Schedule I opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) ), at a purchase price of 99.06199.265% of the principal amount thereofthereof plus accrued interest, if any, from the date specified in Schedule II hereto to the date of payment and delivery,. Payment of the purchase price for, and delivery of certificate(s) for, the Securities shall be made at the offices of Deutsche Bank UBS Securities Inc.LLC, 60 Wall Street, 3rd Floor299 Park Avenue, New York, New York, at 10:00 a.m. New York xxxxtime, xx Xxxxx 00, 0000 xx xx xxxx on txx xxxxx xxxx xxxxxxxx xxx xxxxx xxx xxxe of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree uponupon (unless the pricing of the Securities shall occur after 4:30 PM Eastern Time, then payment and delivery shall occur on the fourth business day after the date of this Agreement), such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to UBS Securities LLC for the respective accounts of the Underwriters of the Securities to be purchased by them. It is understood that each Underwriter has authorized UBS Securities LLC, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has severally agreed to purchase. UBS Securities LLC, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Securities, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate certificate, or certificates if not in book-entry form, will be made available for inspection by the Representatives at least one business day prior to the Closing Date at the office of UBS Securities LLC or such other place as the Representatives, DTC and the Company shall agree.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties warranties, covenants, and covenants agreements of the Company herein contained, and but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriterthe several Underwriters, and each Underwriterthe Underwriters, severally and not jointly, agrees agree to purchase from the Company, at the purchase price set forth in Schedule II attached hereto, the principal amount of Securities set forth opposite the name of such Underwriter Underwriters' respective names in Schedule I hereto (plus hereto; provided, however, that the Company shall have no obligation to sell any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.061% of the principal amount thereofUnderwriters' Securities unless the Underwriters purchase all of the Underwriters' Securities. Payment Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities." Except as otherwise provided in this Section 2, payment of the purchase price for, and delivery of certificate(s) forof, the Underwriters' Securities to be purchased by the Underwriters as set forth on Schedule I attached hereto shall be made at the offices of Deutsche Bank Securities Inc., 60 Wall Street, 3rd Floor, New York, New York, Bear Xxxxxxx or at 10:00 a.m. such other place in the New York xxxxCity metropolitan area as you shall determine and advise the Company in writing at least two business days prior to the Closing Time, xx Xxxxx 00on the date and at the time specified in Schedule II attached hereto (unless postponed in accordance with the provisions of Section 8), 0000 xx xx xxxx xxxxx xxxx or such other time and date thereafter as shall be agreed upon by you and the Company shall agree upon, (such time and date being herein referred to as the "Closing Date." (As used herein, Time"business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for shall be made to the Company by wire transfer of same day funds payable to the account of the Company specified by it against delivery to you of the Underwriters' Securities to be sold hereunder is to be made purchased by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Such Securities shall be represented by one or more global certificates (in the form provided in the Indenture) which will be evidenced by deposited with a single definitive global certificate in book-entry formcustodian for, fully and registered in the name of Cede & Co., Co. ("Cede") as nominee for of, The Depository Trust Company; beneficial interests in such global certificates will be shown on the records maintained by The Depository Trust Company for the accounts of its participants, including the U.S. depositaries of Xxxxxx Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear system ("DTCEuroclear"), or registered in such other names ) and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agreeCedelbank.

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto (plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof) at a purchase price of 99.06199.000% of the principal amount thereof. Payment of the purchase price for, and delivery of certificate(s) for, the Securities shall be made at the offices of Deutsche Bank Securities Inc., 60 Wall StreetXxxx Xxxxxx, 3rd Floor0xx Xxxxx, New YorkXxx Xxxx, New YorkXxx Xxxx, at 10:00 a.m. New York xxxxtime, xx Xxxxx 00on December 2, 0000 xx xx xxxx xxxxx xxxx 2005 or at such other time and date thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "“Closing Date." ” (As used herein, "“business day" ” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). Payment for the Securities to be sold hereunder is to be made by Federal Funds wire transfer to an account designated by the Company, against delivery of the Securities to the Underwriters. The Securities will be evidenced by a single definitive global certificate in book-entry form, fully registered in the name of Cede & Co., as nominee for The Depository Trust Company ("“DTC"”), or registered in such other names and in such denominations as the Representatives request in writing not later than the second full business day prior to the Closing Date. The single global certificate will be made available for inspection by the Representatives at least one business day prior to the Closing Date at such place as the Representatives, DTC and the Company shall agree.