Common use of Sale and Delivery Closing Clause in Contracts

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Securities as agent for the Trust, at the price per Capital Security set forth on Schedule B (the "Public Offering Price"). The Company agrees to pay the Underwriter a commission for Capital Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein. (b) It is understood that, after the Registration Statement becomes effective, you propose to sell the Capital Securities to the public as agent for the Trust upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Capital Securities shall be instructed to make their check for payment of the Capital Securities payable to "Southern Financial Capital Trust I Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to Wilmington Trust Company, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4. (c) The Underwriter shall direct the Escrow Agent to make payment for the Capital Securities sold hereunder by wire transfer or certified or bank cashier's check drawn to the order of the Trust in next day funds. Such payment is to be made at the offices of Southern Financial Bancorp, Inc., at 10:00 a.m. local time, on or about _______ __, 2000, or at such other time, date and place as you and the Trust shall agree upon, such time and date being herein referred to as the "Closing Time." Unless the transaction is closed book-entry only through The Depository Trust Company, the certificates for the Capital Securities will be delivered in such denominations and in such registrations as the Underwriter requests in writing not later than the third (3rd) full business day prior to the Closing Time, and will be made available for inspection by the Underwriter at least twenty-four (24) hours prior to the Closing Time, with such certificates to be delivered to the Escrow Agent by 12:00 p.m. on the day prior to the Closing Time, along with addressed labels to be used to mail the certificates to the purchasers thereof. The Trust shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer or certified or bank cashier's check drawn to the order of the Underwriter in next day funds, to the Underwriter at the Closing Time and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer or certified or bank cashier's check drawn to the order of such selected dealer in next day funds, to each selected dealer at the Closing Time.

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Preferred Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Preferred Securities as agent for the Trust, at the price per Capital Preferred Security set forth on Schedule B (the "Public Offering Price"). The Trust reserves the right to increase the aggregate liquidation amount by up to $900,000. The Company agrees to pay the Underwriter a commission for Capital Preferred Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Preferred Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein. (b) It is understood that, after the Registration Statement becomes effective, you propose to sell the Capital Preferred Securities to the public as agent for the Trust upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange ActRule 15c2-4"). All subscribers to whom the Underwriter directly sells Capital Preferred Securities shall be instructed to make their check for payment of the Capital Preferred Securities payable to "Southern Financial Guaranty Capital Trust I Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to Wilmington Trust Company, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall comply, and shall require all selected dealers to comply comply, with Rule 15c2-4. (c) The Underwriter shall direct the Escrow Agent to make payment for the Capital Preferred Securities sold hereunder by wire transfer or certified or bank cashier's check drawn to the order of the Trust in next day funds. Such payment is to be made at the offices of Southern Guaranty Financial Bancorp, Inc.Corporation, at 10:00 a.m. local time, on or about _______ ___, 20001998, or at such other time, date and place as you and the Trust shall agree upon, such time and date being herein referred to as the "Closing Time." Unless the transaction is closed book-entry only through The Depository Trust Company, the certificates for the Capital Preferred Securities will be delivered in such denominations and in such registrations as the Underwriter requests in writing not later than the third (3rd) full business day prior to the Closing Time, and will be made available for inspection by the Underwriter at least twenty-four (24) hours prior to the Closing Time, with such . Such certificates to will be delivered to the Escrow Agent by 12:00 p.m. on the day prior to the Closing Time, along with addressed labels to be used to mail the certificates to the purchasers thereof. The Trust shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer or certified or bank cashier's check drawn to the order of the Underwriter in next day funds, to the Underwriter at the Closing Time and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer or certified or bank cashier's check drawn to the order of such selected dealer in next day funds, to each selected dealer at the Closing Time.

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Securities as agent for the Trust, at the price per Capital Security set forth on Schedule B (the "Public Offering Price"). The Company agrees to pay the Underwriter a commission for Capital Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein. (b) It is understood that, after the Registration Statement becomes effective, you propose the Underwriter proposes to sell the Capital Securities to the public as agent for the Trust upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")0000 Xxx. All subscribers to whom the Underwriter directly sells Capital Securities shall be instructed to make their check for payment of the Capital Securities payable to "Southern Financial Commonwealth Bankshares Capital Trust I Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to Wilmington Trust Company, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange 1934 Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange 1934 Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4. (c) The Underwriter shall direct the Escrow Agent to make payment for the Capital Securities sold hereunder by wire transfer or certified or bank cashier's check drawn to the order of the Trust in next day funds. Such payment is to be made at the offices of Southern Financial Bancorp, Inc.the Company, at 10:00 a.m. local time, on or about ____________ __, 2000, or at such other time, date and place as you the Underwriter and the Trust shall agree upon, such time and date being herein referred to as the "Closing Time." Unless the transaction is closed book-entry only through The Depository Trust Company, the certificates for the Capital Securities will be delivered in such denominations and in such registrations as the Underwriter requests in writing not later than the third (3rd) full business day prior to the Closing Time, and will be made available for inspection by the Underwriter at least twenty-four (24) hours prior to the Closing Time, with such certificates to be delivered to the Escrow Agent by 12:00 p.m. on the day prior to the Closing Time, along with addressed labels to be used to mail the certificates to the purchasers thereof. The Trust shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer or certified or bank cashier's check drawn to the order of the Underwriter in next day funds, to the Underwriter at the Closing Time and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer or certified or bank cashier's check drawn to the order of such selected dealer in next day funds, to each selected dealer at the Closing Time.

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Securities as agent for the Trust, at the price per Capital Security share set forth on Schedule B (the "Public Offering Price"). The Company agrees to pay the Underwriter a commission for Capital Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein. (b) It is understood that, after the Registration Statement becomes effective, you propose to sell the Capital Securities to the public as agent for the Trust upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Capital Securities shall be instructed to make their check for payment of the Capital Securities payable to "Southern Financial Highlands Capital Trust I Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to Wilmington Trust Company, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4. (c) The Underwriter shall direct the Escrow Agent to make payment for the Capital Securities sold hereunder by wire transfer or certified or bank cashier's check drawn to the order of the Trust in next day funds. Such payment is to be made at the offices of Southern Financial Bancorp, Inc.__________, at 10:00 a.m. local time, on or about _______ __, 20001997, or at such other time, date and place as you and the Trust shall agree upon, such time and date being herein referred to as the "Closing Time." Unless the transaction is closed book-entry only through The Depository Trust Company, the certificates for the Capital Securities will be delivered in such denominations and in such registrations as the Underwriter requests in writing not later than the third (3rd) full business day prior to the Closing Time, and will be made available for inspection by the Underwriter at least twenty-four (24) hours prior to the Closing Time, with such . Such certificates to will be delivered to the Escrow Agent by 12:00 p.m. on the day prior to the Closing Time, along with addressed labels to be used to mail the certificates to the purchasers thereof. The Trust shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer or certified or bank cashier's check drawn to the order of the Underwriter in next day funds, to the Underwriter at the Closing Time and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer or certified or bank cashier's check drawn to the order of such selected dealer in next day funds, to each selected dealer at the Closing Time.

Sale and Delivery Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Trust agrees to issue and sell the Capital Securities through the Underwriter, as agent for the Trust, to the public and the Underwriter agrees to use its best efforts to sell the Capital Securities as agent for the Trust, at the price per Capital Security set forth on Schedule B (the "Public Offering Price"). The Company agrees to pay the Underwriter a commission for Capital Securities sold through the Underwriter in the public offering as set forth on Schedule B (the "Selling Commission"). The Underwriter may reject any offer to purchase the Capital Securities made through the Underwriter in whole or in part, and any such rejection shall not be deemed a breach of the Underwriter's agreement contained herein. (b) It is understood that, after the Registration Statement becomes effective, you propose to sell the Capital Securities to the public as agent for the Trust upon the terms and conditions set forth in the Prospectus. The escrow procedures established by the Underwriter shall comply with Commission Rule 15c2-4 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All subscribers to whom the Underwriter directly sells Capital Securities shall be instructed to make their check for payment of the Capital Securities payable to "Southern Financial Resource Capital Trust I Escrow Account." In addition, the Underwriter shall comply with Rule 15c2-4. The Underwriter shall transmit all funds that it receives from subscribers to Wilmington Trust Company, the escrow agent (the "Escrow Agent") by noon of the next business day following receipt thereof. Only broker/dealers who are either (i) members in good standing of the National Association of Securities Dealers, Inc. (the "NASD") that are registered with the NASD and maintain net capital pursuant to Rule 15c3-1 promulgated under the Exchange Act of not less than $25,000 or (ii) dealers with their principal places of business located outside the United States, its territories and its possessions and not registered as brokers or dealers under the Exchange Act, who have agreed not to make any sales within the United States, its territories or its possessions or to persons who are nationals thereof or residents therein shall be designated selected dealers by the Underwriter. The Underwriter shall require all selected dealers to comply with Rule 15c2-4. (c) The Underwriter shall direct the Escrow Agent to make payment for the Capital Securities sold hereunder by wire transfer or certified or bank cashier's check drawn to the order of the Trust in next day funds. Such payment is to be made at the offices of Southern Financial Bancorp, Inc.Resource Bankshares Corporation, at 10:00 a.m. local time, on or about _______ January __, 20001999, or at such other time, date and place as you and the Trust shall agree upon, such time and date being herein referred to as the "Closing Time." Unless the transaction is closed book-entry only through The Depository Trust Company, the certificates for the Capital Securities will be delivered in such denominations and in such registrations as the Underwriter requests in writing not later than the third (3rd) full business day prior to the Closing Time, and will be made available for inspection by the Underwriter at least twenty-four (24) hours prior to the Closing Time, with such certificates to be delivered to the Escrow Agent by 12:00 p.m. on the day prior to the Closing Time, along with addressed labels to be used to mail the certificates to the purchasers thereof. The Trust shall direct the Escrow Agent to deliver (i) payment of the portion of the Selling Commission due to the Underwriter by wire transfer or certified or bank cashier's check drawn to the order of the Underwriter in next day funds, to the Underwriter at the Closing Time and (ii) payment of the portion of the Selling Commission due to each selected dealer by wire transfer or certified or bank cashier's check drawn to the order of such selected dealer in next day funds, to each selected dealer at the Closing Time.four