Common use of Sale and Delivery to the Underwriters Closing Clause in Contracts

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) Payment of the purchase price for, and delivery of, any Offered Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company by certified or official bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities to be purchased by them. (c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 3:00 p.m. on the last business day prior to the applicable Closing Time.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on On the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase, the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name on Exhibit A hereto at a purchase price of 102.688% of the aggregate principal amount of such Securities. (b) Payment of the purchase price for, for and delivery of, any Offered of the Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreementoffices of Proskauer Rose LLP, 1000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000 Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day at 10:00 A.M. (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made time) on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9)October 15, 2021, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date of payment and delivery being referred to as a "herein called “Closing Time"Date”). Payment shall be made to the Company by certified or official wire transfer of immediately available funds to a single bank check or checks drawn in New York Clearing House funds or similar next day funds payable to account designated by the order of the Company, Company against delivery to the Representatives for the respective accounts account of the Underwriters of the Offered Securities. Delivery of the Securities to shall be purchased by themmade through the facilities of DTC unless the Representatives otherwise instruct. (c) Certificates for The global note(s) representing the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in The City of New York not later than noon (New York City not later than 3:00 p.m. time) on the last business day prior to the applicable Closing TimeDate.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) Payment of the purchase price for, and delivery of, any Offered Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company by certified or official wire transfer of immediately available funds to a bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities to be purchased by them. (c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 3:00 p.m. on the last business day prior to the applicable Closing Time.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on On the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company the aggregate amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at the purchase price of 98.191% of the principal amount thereof, plus accrued interest, if any, from the date of issuance. (b) Payment of the purchase price for, and delivery of, any Offered of certificates for the Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreementoffices of White & Case LLP, 1000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives Representative and the Company, at 9:00 A.M. (New York City time) on the third business day after the date hereof (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9)8), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives Representative and the Company (each such time and date of payment and delivery being referred to as a "herein called “Closing Time"”). Payment shall be made to the Company by certified or official wire transfer of immediately available funds to a bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of account designated by the Company, against delivery to the Representatives Underwriters of certificates for the respective accounts of the Underwriters of the Offered Securities to be purchased by thempurchased. (c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives Underwriters may request in writing at least one full business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, Securities will be made available for examination and packaging by the Representatives Underwriters in New York City not later than 3:00 p.m. 10:00 A.M. (New York City time) on the last business day prior to the applicable Closing Time.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on On the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase, the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name on Exhibit A hereto at a purchase price of 97.841% of the aggregate principal amount of such Securities. (b) Payment of the purchase price for, for and delivery of, any Offered of the Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreementoffices of Proskauer Rose LLP, 0000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000 Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day at 10:00 A.M. (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made time) on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9)August 3, 2021, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date of payment and delivery being referred to as a "herein called “Closing Time"Date”). Payment shall be made to the Company by certified or official wire transfer of immediately available funds to a single bank check or checks drawn in New York Clearing House funds or similar next day funds payable to account designated by the order of the Company, Company against delivery to the Representatives for the respective accounts account of the Underwriters of the Offered Securities. Delivery of the Securities to shall be purchased by themmade through the facilities of DTC unless the Representatives otherwise instruct. (c) Certificates for The global note(s) representing the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in The City of New York not later than noon (New York City not later than 3:00 p.m. time) on the last business day prior to the applicable Closing TimeDate.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. (b) Payment of the purchase price for, and delivery of, any Offered Securities to be purchased by the Underwriters shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the applicable Terms Agreement, unless the Offered Securities are priced after 4:30 p.m. p.m., New York time time, in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company by certified or official wire transfer of immediately available funds to a bank check or checks drawn in New York Clearing House funds or similar next day funds payable to the order of account designated by the Company, against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities to be purchased by them. (c) Certificates for the Offered Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 3:00 p.m. on the last business day prior to the applicable Closing Time.

Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase the Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on On the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally, and each Underwriter, severally, agrees to purchase from the Company $400,000,000 aggregate principal amount of the Notes at a purchase price of 98.184% of the principal amount of the Notes, plus such additional principal amount of Notes which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, for and delivery of, any Offered Securities to be purchased by of the Underwriters Notes shall be made made, subject to Section 9, at the place set forth in the applicable Terms Agreementoffices of Xxxxxxxx & Worcester LLP, Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. on the third seventh business day (unless postponed in accordance with the provisions of Section 910) following the date of the applicable Terms this Agreement, unless the Offered Securities are priced after 4:30 p.m. New York time in which case such payment and delivery will be made on the fourth business day following the date of the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (each such time and date of payment and delivery being referred to as a herein called "Closing Time"). Payment shall be made to the Company by certified or official bank check or checks drawn in New York Clearing House funds or similar next day wire transfer of immediately available funds payable to the order of the Company, Company against delivery to the Representatives for the respective accounts of the Underwriters of the Offered Securities Notes to be purchased by them. the Underwriters. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Notes which it has severally agreed to purchase. The Representatives, individually, and not as representatives of the Underwriters may (cbut shall not be obligated to) Certificates make payment of the purchase price for the Offered Securities Notes to be purchased by any Underwriter whose funds have not been received by Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The Notes shall be in such authorized denominations and registered in such names as the Representatives may request in writing at least one business day before the applicable Closing Time. The certificates for the Offered Securities, which may be in temporary form, will be made available for examination and packaging by the Representatives in New York City not later than 3:00 p.m. on the last business day prior to the applicable Closing Time.