Common use of Sale and Delivery Clause in Contracts

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, a price equal to 98.923% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, LLC, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, LLC, by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, LLC, at DTC. The Company will cause the global certificates representing the Bonds to be made available to Xxxxx Fargo Securities, LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11, 2021 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”

Sale and Delivery. (a) Subject The Company hereby agrees to sell to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the several Underwriters, and each Underwriter, upon the basis of the Underwriters representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company, Company the principal amount respective numbers of the Bonds Firm Shares set forth in Schedule I hereto opposite its name at $41.38735 a share (the “Purchase Price”). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,280,000 Additional Shares at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Date nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 2(c) hereof solely for the purpose of covering sales of shares in excess of the number of Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant bears to the provisions total number of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, a price equal to 98.923% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, LLC, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, LLC, by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, LLC, at DTC. The Company will cause the global certificates representing the Bonds to be made available to Xxxxx Fargo Securities, LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11, 2021 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing DateFirm Shares.”

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, at a price equal to 98.92399.002% of the principal amount thereof, plus accrued interest, if any, from March 11February 29, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 2024 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, LLCBarclays Capital Inc., acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, LLCBarclays Capital Inc., by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, LLCBarclays Capital Inc., at DTC. The Company will cause the global certificates certificate representing the Bonds to be made available to Xxxxx Fargo SecuritiesBarclays Capital Inc., LLC, BNP Paribas Securities BMO Capital Markets Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC Inc. and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11February 29, 2021 2024 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, at a price equal to 98.92399.234% of the principal amount thereofof the Bonds, plus accrued interest, if any, from March August 11, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 2016 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, LLCDeutsche Bank Securities Inc., acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, LLCDeutsche Bank Securities Inc., by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, LLCDeutsche Bank Securities Inc., at DTC. The Company will cause the global certificates representing the Bonds to be made available to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo SecuritiesIncorporated, LLC, BNP Paribas Deutsche Bank Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and TD Securities (USA) RBC Capital Markets, LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March August 11, 2021 2016 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, at a price equal to 98.92399.023% of the principal amount thereof, plus accrued interest, if any, from March 11November 4, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 2024 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, LLCMUFG Securities Americas Inc., acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, LLCMUFG Securities Americas Inc., by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, LLCMUFG Securities Americas Inc., at DTC. The Company will cause the global certificates certificate representing the Bonds to be made available to Xxxxx Fargo Securities, LLC, BNP Paribas MUFG Securities Corp., Citigroup Global Markets Americas Inc., Credit Suisse Securities (USA) RBC Capital Markets, LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11November 4, 2021 2024 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, at a price equal to 98.92399.288% of the principal amount thereof, plus accrued interest, if any, from March 11September 18, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 2023 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo SecuritiesRBC Capital Markets, LLC, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo SecuritiesRBC Capital Markets, LLC, by causing DTC to credit the Bonds to the account of Xxxxx Fargo SecuritiesRBC Capital Markets, LLC, at DTC. The Company will cause the global certificates representing the Bonds to be made available to Xxxxx Fargo SecuritiesMUFG Securities Americas Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities Scotia Capital (USA) LLC Inc. and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11September 18, 2021 2023 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”

Sale and Delivery. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Bonds set forth in Schedule I opposite the name of such Underwriter (plus an additional amount of Bonds that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof) at, (i) with respect to the Series XX Xxxxx, at a price equal to 98.92398.689% of the principal amount thereofof the Bonds, plus accrued interest, if any, from March 11February 28, 2021 to the Closing Date and (ii) with respect to the Series XX Xxxxx, a price equal to 98.728% of the principal amount thereof, plus accrued interest, if any, from March 11, 2021 2018 to the Closing Date. The Bonds to be purchased by each Underwriter hereunder will be represented by one or more registered global securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Bonds to Xxxxx Fargo Securities, Mizuho Securities USA LLC, acting on behalf of the Underwriters for the account of each Underwriter, against payment by or on behalf of such Underwriter of the amount therefor, as set forth above, by wire transfer of Federal (same day) funds to a commercial bank account located in the United States and designated in writing at least forty-eight hours prior to the Closing Date by the Company to Xxxxx Fargo Securities, Mizuho Securities USA LLC, by causing DTC to credit the Bonds to the account of Xxxxx Fargo Securities, Mizuho Securities USA LLC, at DTC. The Company will cause the global certificates representing the Bonds to be made available to Mizuho Securities USA LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and TD Securities (USA) LLC, as joint-book running managing underwriters (together, the “Representatives”), acting on behalf of the Underwriters, for checking at least twenty-four hours prior to the Closing Date at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on March 11February 28, 2021 2018 or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Closing Date.”