Common use of Purchase, Sale and Delivery of the Notes Clause in Contracts

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.11% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3, 2012 or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.06% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLPllp, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3September 20, 2012 2010, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection by the Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions condi- tions herein set forth, the Company CAF agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1197% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company CAF at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company CAF to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day immediately available funds), to such account or accounts as the Company CAF shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLPWhite & Case, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3February 6, 2012 1997, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the CompanyCAF, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The Company " CAF will make such certificate or certificates for the Notes available for inspection checking and packaging by the Initial Purchaser at the offices of BT Securities Corporation in New York, New York, or at such other place as BT Securities Corporation may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the Notes at 99.11a purchase price of 95.75% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York time, on April 3June 21, 2012 1999, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for inspection checking and packaging by the Initial Purchaser at the offices of Deutsche Bank Securities, Inc. in New York, New York, or at such other place as Deutsche Bank Securities, Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.126% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLPllp, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3August 6, 2012 2015, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection by the Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.369% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLPllp, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3March 1, 2012 2019, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection by the Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.218% of their the principal amountamount of the Notes. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M.a.m., New York time, on April 3September 6, 2012 2018, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for inspection checking by the Representatives and counsel to the Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1198.864% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3March 9, 2012 2021 or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1198.823% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3September 28, 2012 2016 or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the UnderwritersInitial Purchaser agrees to purchase, acting severally and not jointlythe Notes, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1197% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), of immediately available funds payable to such account or accounts account as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes Securities shall be made at the offices of Sidley Austin ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3January 29, 2012 1998, or at such other place, time or date as the Underwriters, on the one hand, Initial Purchaser and the Company, on the other hand, Company may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such Notes certificate or certificates for the Securities available for inspection checking and packaging by the Initial Purchaser at the offices of the Initial Purchaser in New York, New York or such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company all of the Notes at 99.11100.037% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin White & Case LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3June 18, 2012 1998, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” " The Company will make such certificate or certificates for the Notes available for inspection and packaging by the Initial Purchaser at such place as designated by the Initial Purchaser at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company the Notes at 99.11a purchase price of 97.0% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), ) to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 9:00 A.M., New York time, on April 3October 16, 2012 1997, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date"CLOSING DATE.” " The Company will make such certificate or certificates for the Notes available for inspection checking and packaging by the Initial Purchaser at the offices of BT Alex. ▇▇▇▇▇ in New York, New York, or at such other place as BT Alex. ▇▇▇▇▇ may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1197.75% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ llp, 8▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3October15, 2012 2009, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for inspection checking and packaging by the Underwriters at the offices of Deutsche Bank Securities Inc. in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase purchase, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.189% of their principal amount. Notes that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 9:00 A.M., New York time, on April 3March 13, 2012 2025, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such Notes available for inspection by the Underwriters at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the UnderwritersInitial Purchaser, and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1199.25% of their principal amount. One or more certificates in global form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 A.M., New York time, on April 3March 12, 2012 2004, or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “Closing Date.” The Company will make such certificate or certificates for the Notes available for inspection checking and packaging by the Initial Purchaser at the offices of ▇▇▇▇▇▇ Brothers Inc. in New York, New York, or at such other place as ▇▇▇▇▇▇ Brothers Inc. may designate, at least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, Acquisition Corp. shall cause the Company agrees to issue and sell to the Underwriters, Initial Purchaser and the Underwriters, acting severally and not jointly, agree Initial Purchaser agrees to purchase from the Company, the Notes in the respective principal amounts set forth on Schedule I hereto from the Company at 99.1197% of their principal amount. One or more certificates in definitive form for the Notes that the Underwriters have Initial Purchaser has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request Initial Purchaser requests upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company to the UnderwritersInitial Purchaser, against payment by or on behalf of the Underwriters Initial Purchaser of the purchase price therefor by wire transfer (same day in immediately available funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Notes shall be made at the offices of Sidley Austin LLPSkadden, ▇▇▇ Arps, Slate, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ & ▇▇▇▇ LLP, New York, New York at 10:00 9:00 A.M., New York timetime on February 25, on April 31998, 2012 or at such other place, time or date as the UnderwritersInitial Purchaser, on the one hand, and the CompanyAcquisition Corp., on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the “"Closing Date.” The " Acquisition Corp. shall cause the Company will to make such certificate or certificates for the Notes available for inspection checking and packaging by the Initial Purchaser at the offices of BT Alex. ▇▇▇▇▇ Incorporated in New York, New York, or at such other place as the Initial Purchaser may designate, at least 24 hours prior to the Closing Date.