Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Stage I Issuer, the Stage I Notes at a purchase price of 103.25% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 13, 2013 (the “Closing Date”) at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer shall deliver to Jefferies one or more certificates representing the Stage I Notes in definitive form, registered in such names and denominations as Jefferies may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Stage I Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies) not later than 10:00 a.m., New York time, one business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I Issuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer Partnership agrees to issue and sell to the Initial PurchasersUnderwriters, and each of the Initial Purchasers agree Underwriters agrees, severally and not jointly, to purchase from the Stage I IssuerPartnership, the Stage respective principal amount of the Notes set forth opposite such Underwriter’s name in Schedule I Notes hereto, at a purchase price of 103.2597.955% of the aggregate principal amount thereof. Delivery to the Initial Purchasers Underwriters of and payment for the Stage I Notes shall be made at a closing Closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 139, 2013 2015 (the “Closing Date”) at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditionsXxxxxxxx LLP. The Stage I Issuer Partnership shall deliver to Jefferies the Underwriters one or more certificates representing the Stage I Notes in definitive form, registered in such names and denominations as Jefferies the Underwriters may request, against payment by the Initial Purchasers Underwriters of the purchase price therefor by immediately available federal Federal funds bank wire transfer to such bank account or accounts as the Company Partnership shall designate to the Initial Purchasers Underwriters at least two business days prior to the Closing. The certificates representing the Stage I Notes in definitive form shall be made available to the Initial Purchasers Underwriters for inspection at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Underwriters) not later than 10:00 a.m., New York time, a.m. one business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerPartnership, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer agrees Company and each of the Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers Purchasers, severally and not jointly, agree to purchase from the Stage I IssuerCompany and each of the Guarantors, the Stage respective aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I Notes hereto at a purchase price of 103.2598.681% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Notes Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 13September 19, 2013 2018 (the “Closing Date”) at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representatives); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer Company shall deliver to Jefferies the Initial Purchasers one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations as Jefferies the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the ClosingClosing Date. The certificates representing the Stage I Notes Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representatives) not later than 10:00 a.m., a.m. New York time, time one business day immediately preceding the Closing Date. Stage I Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements --------------------------- warranties and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Stage I Issuer Company agrees to issue and sell to the each Initial PurchasersPurchaser, and the each Initial Purchasers agree Purchaser agrees severally and not jointly to purchase from the Stage Company, that number of shares set forth opposite its name on Schedule I Issuerhereto. The purchase price for the Series A Preferred Stock shall be $9,629.17 per share. (b) Delivery of, and payment of the purchase price for, the Stage I Notes at a purchase price of 103.25% Series A Preferred Stock shall be made, against payment of the aggregate principal amount thereofpurchase price, at the offices of Kronish, Lieb, Weiner & Xxxxxxx LLP ("Kronish, Xxxx") at 1114 Avenue ------------- of the Americas, Xxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable. Delivery to the Initial Purchasers of Such delivery and payment for the Stage I Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., 9:00 A.M. New York time, on June 13March 7, 2013 (the “Closing Date”) 1997, or at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place time as shall be reasonably acceptable to Jefferies); provided, however, that if agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing has not taken place on Date." ------------ (c) The Series A Preferred Stock shall initially be issued in the Closing Date because form of a failure to satisfy one or more Global Securities (the "Global Securities"), registered in the name ----------------- of Cede & Co., as nominee of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its termsDepository Trust Company ("DTC"), “Closing Date” having a --- liquidation preference corresponding to the aggregate liquidation preference of the Series A Preferred Stock. The Global Securities shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification be delivered by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer shall deliver to Jefferies one or more certificates representing the Stage I Notes in definitive form, registered in such names and denominations as Jefferies may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account (or accounts as the Company shall designate to the Initial Purchasers at least two business days prior direct) in each case with any transfer taxes payable upon initial issuance thereof duly paid by the Company against payment of the Purchase Price by wire transfer of same-day funds to the Closingorder of the Company. The certificates representing the Stage I Notes in definitive form Global Securities shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies) not later than 10:00 9:30 a.m., New York City time, one on the business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I Issuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer agrees Company and each of the Guarantors agree to issue and sell to the Initial Purchasers, and the Initial Purchasers Purchasers, severally and not jointly, agree to purchase from the Stage I IssuerCompany and each of the Guarantors, the Stage respective aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I Notes hereto at a purchase price of 103.2597.500% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Notes Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 13September 1, 2013 2017 (the “Closing Date”) at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representative); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer Company shall deliver to Jefferies the Initial Purchasers one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations as Jefferies the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the ClosingClosing Date. The certificates representing the Stage I Notes Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx Xxxxx Xxxx & Xxxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representative) not later than 10:00 a.m., a.m. New York time, time one business day immediately preceding the Closing Date. Stage I Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer Company agrees to issue and sell to the Initial Purchasers, and the each Initial Purchasers agree Purchaser agrees to purchase severally and not jointly from the Stage I IssuerCompany, the Stage I Notes at a purchase price of 103.2597.0% of the aggregate principal amount thereof, in the respective principal amount of Notes set forth opposite such Initial Purchaser’s name in Schedule I hereto. Delivery to the Initial Purchasers of and payment for the Stage I Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 13July 31, 2013 2007 (the “Closing Date”) at the New York Houston offices of Xxxxxx Vxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Exxxxx L.L.P. The Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer shall deliver to Jefferies & Company, Inc., for the account of each Initial Purchaser, one or more certificates representing the Stage I Notes in definitive form, registered in such names and denominations as Jefferies & Company, Inc. may request, against payment by the or on behalf of such Initial Purchasers Purchaser of the purchase price therefor by immediately available federal Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Jefferies & Company, Inc. at least two business days prior to the Closing. The certificates representing the Stage I Notes in definitive form shall be made available to the Initial Purchasers Jefferies & Company, Inc. for inspection at the New York Houston offices of Xxxxxx Vxxxxx & Xxxxxxx LLP Exxxxx L.L.P. (or such other place as shall be reasonably acceptable to JefferiesJefferies & Company, Inc.) not later than 10:00 a.m., New York time, 5:00 p.m. one business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Stage I Issuer agrees Company and the Allied Guarantors agree to issue and sell (and to cause the Ryder Guarantors to issue and sell) to each Initial PurchasersPurchaser, and the each Initial Purchasers agree Purchaser agrees, severally and not jointly, to purchase from the Stage I IssuerIssuers, the Stage principal amount of Securities set forth opposite its name on Schedule I Notes at a hereto. The purchase price of 103.25% for the Securities will be $970 per $1,000 principal amount Series A Notes. (b) Delivery of the aggregate principal amount thereofSecurities shall be made, against payment of the purchase price therefor, at the offices of Trouxxxx Xxxdxxx XXX, Atlanta, Georgia or such other location as may be mutually acceptable. Delivery to the Initial Purchasers of Such delivery and payment for the Stage I Notes shall be made at a closing (the “Closing”) to be held at 10:00 9:00 a.m., New York City time, on June 13September 30, 2013 (the “Closing Date”) 1997 or at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place time as shall be reasonably acceptable to Jefferies); provided, however, that if agreed upon by the Initial Purchasers and the Company. The time and date of such delivery and payment are herein called the "Closing Date." (c) On the Closing has not taken place on the Closing Date because of a failure to satisfy Date, one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer shall deliver to Jefferies one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations the name of Cede & Co., as Jefferies may requestnominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate amount of the Securities sold pursuant to Exempt Resales to Eligible Purchasers (the "Global Note") shall be delivered by the Issuers to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor therefor, by immediately available federal funds bank wire transfer of same day funds, to such bank an account or accounts as designated by the Company, provided that the Company shall designate give at least two business days' prior written notice to the Initial Purchasers at least two business days prior of the information required to the Closingeffect such wire transfer. The certificates representing the Stage I Notes in definitive form Global Note shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx & Xxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies) not later than 10:00 a.m., 9:30 a.m. New York City time, one on the business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I Issuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer agrees Company agree to issue and sell to the Initial Purchasers, and the Initial Purchasers Purchasers, severally and not jointly, agree to purchase from the Stage I IssuerCompany, the Stage I Notes aggregate principal amount of Securities at a purchase price of 103.2597.5% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Notes Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 13February 11, 2013 2014 (the “Closing Date”) at the New York offices of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferies); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of and the satisfaction (or waiver) of such conditionsRepresentative). The Stage I Issuer Company shall deliver to Jefferies the Initial Purchasers one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations as Jefferies the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Representative at least two business days prior to the Closing. The certificates representing the Stage I Notes Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York City offices of Xxxxxx Lxxxxx & Xxxxxxx Wxxxxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Initial Purchasers) not later than 10:00 a.m., a.m. New York time, City time one business day immediately preceding the Closing Date. Stage I Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer Company agrees to issue and sell to the Initial PurchasersUnderwriters, and the Initial Purchasers Underwriters, severally and not jointly, agree to purchase from the Stage I IssuerCompany, the Stage respective aggregate principal amount of Securities set forth opposite such Underwriters' names in Schedule I Notes hereto at a purchase price of 103.2598.00% of the aggregate principal amount thereof. . (b) Delivery to the Initial Purchasers Underwriters of and payment for the Stage I Notes Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York City time, on June 13October 5, 2013 2016 (the “"Closing Date”) " or, "Closing"), at the New York City offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representatives); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction . (or waiverc) of all such conditions after notification by the The Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer shall deliver to Jefferies the Underwriters one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations as Jefferies the Underwriters may request, against payment by the Initial Purchasers Underwriters of the purchase price therefor set forth in Section 3(a) above by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers Underwriters at least two business days prior to the Closing. The certificates representing the Stage I Notes Securities in definitive form shall be made available to the Initial Purchasers Underwriters for inspection at the New York City offices of Xxxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxxxxx Xxxx LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representatives) not later than 10:00 a.m., a.m. New York time, City time one business day immediately preceding the Closing Date. Stage I Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer agrees Issuers agree to issue and sell to the Initial Purchasers, and the Initial Purchasers agree to purchase from the Stage I IssuerIssuers, the Stage I Notes Securities at a purchase price of 103.25% of $64,200,000, less an amount equal to $1,605,000 as compensation to the aggregate principal amount thereofInitial Purchasers. Delivery to the Initial Purchasers of and payment for the Stage I Notes Securities shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York City time, on June 13July 22, 2013 2011 (the “Closing Date”) at the New York offices of Xxxxxx White & Xxxxxxx Case LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representative); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies the Initial Purchasers in accordance with its terms, “Closing Date” shall mean 10:00 a.m., a.m. New York time, City time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to Jefferies of the satisfaction (or waiver) of such conditions. The Stage I Issuer Issuers shall deliver to Jefferies the Initial Purchasers one or more certificates representing the Stage I Notes Securities in definitive form, registered in such names and denominations as Jefferies the Representative may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall designate to the Initial Purchasers at least two business days prior to the ClosingClosing Date. The certificates representing the Stage I Notes Securities in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx White & Xxxxxxx Case LLP (or such other place as shall be reasonably acceptable to Jefferiesthe Representative) not later than 10:00 a.m., New York City time, one business day immediately preceding the Closing Date. Stage I Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerIssuers, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Stage I Issuer Company agrees to issue and sell to the Initial Purchasers, and each of the Initial Purchasers agree agrees to purchase from the Stage I IssuerCompany, severally and not jointly, the Stage principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I Notes hereto, at a purchase price of 103.2596.5% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Stage I Notes shall be made at a closing Closing (the “Closing”) to be held at 10:00 9:00 a.m., New York Houston time, on June 13December 1, 2013 2004 (the “Closing Date”) at the New York offices of Xxxxxx & Xxxxxxx LLP (Xxxxxx L.L.P., or at such other time, date or place as shall be reasonably acceptable to Jefferies); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by Jefferies in accordance with its terms, “Closing Date” shall mean 10:00 a.m., New York time, on the first business day following the satisfaction (or waiver) of all such conditions after notification agreed upon by the Company to Jefferies of Initial Purchasers and the satisfaction (or waiver) of such conditionsCompany. The Stage I Issuer Company shall deliver to Jefferies the Initial Purchasers one or more certificates representing the Stage I Notes in definitive form, registered in such names and denominations as Jefferies the Initial Purchasers may request, against payment by the Initial Purchasers of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing. The certificates representing the Stage I Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Xxxxxx & Xxxxxxx LLP Xxxxxx L.L.P. (or such other place as shall be reasonably acceptable to Jefferiesthe Initial Purchasers) not later than 10:00 a.m., New York time, one 5:00 p.m. Houston time on the business day immediately preceding the Closing Date. Stage I Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Stage I IssuerCompany, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of its nominee, which is expected to be Cede & Co.