Common use of Commitment, Closing Date Clause in Contracts

Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth: (a) you hereby agree with the Company as follows: (i) You waive any Default or Event of Default under Sections 5.9, 5.10 and 5.13 hereof arising solely from the Transactions; (ii) The Spin-off will not constitute a Restricted Payment for purposes of Section 5.9 hereof, provided that the Spin-off is completed by November 1, 1998; (iii) None of the Transactions will constitute a disposition of assets for purposes of Section 5.10 hereof, provided that the Spin-off is completed by November 1, 1998; and (iv) None of the Inter-Company Agreements will constitute a transaction or arrangement with any Affiliate for purposes of Section 5.13 hereof; and (b) the Company agrees to issue to you in exchange for the Old Notes held by you, and you agree to surrender such Old Notes to the Company in exchange therefor and for payment of accrued interest on the Old Notes to and including the Closing Date, New Notes in the principal amount set forth opposite your name on Schedule I hereto in a principal amount equal to the unpaid principal amount of such Old Notes on the Closing Date hereafter mentioned. Delivery of the New Notes will be made at the offices of Chap▇▇▇ ▇▇▇ Cutl▇▇, ▇▇1 ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ainst surrender of Old Notes in the same principal Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) amount as the New Notes at 10:00 A.M., Chicago, Illinois, time, on August 28, 1998 or such earlier date as may be determined by not less than five Business Days' prior written notice from the Company to the Purchasers (the "Closing Date"). The New Notes delivered to you on the Closing Date will be delivered to you in the form of a registered Note or registered Notes to be acquired by you in the form attached hereto as Exhibit A, for the full amount to be acquired by you (in the denominations specified by you in Schedule I), registered in your name or in the name of your nominee, all as you may specify at any time prior to the date fixed for delivery.

Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth: (a) you hereby agree with the Company as follows: (i) You waive any Default or Event of Default under Sections 5.9, 5.10 and 5.13 hereof arising solely from the Transactions; (ii) The Spin-off will not constitute a Restricted Payment for purposes of Section 5.9 hereof, provided that the Spin-off is completed by November 1, 1998; (iii) None of the Transactions will constitute a disposition of assets for purposes of Section 5.10 hereof, provided that the Spin-off is completed by November 1, 1998; and (iv) None of the Inter-Company Agreements will constitute a transaction or arrangement with any Affiliate for purposes of Section 5.13 hereof; and (b) the Company agrees to issue and sell to you in exchange for the Old Notes held by youPurchasers, and you agree each Purchaser agrees to surrender such Old Notes to purchase from the Company in exchange therefor and for payment of accrued interest on the Old Notes to and including the Closing DateCompany, New Series 2008 Notes in the principal amount set forth opposite your such Purchaser’s name on Schedule I hereto in at a principal amount price equal to the unpaid principal amount of thereof on June 20, 2008 (the “Closing Date”); provided that the Closing Date may be postponed to such Old other date (but not more than ten days after the originally scheduled Closing Date) as shall mutually be agreed upon by the Company and the Purchasers scheduled to purchase the Series 2008 Notes on the Closing Date hereafter mentionedDate. Delivery of the New Series 2008 Notes will be made at the offices of Chap▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ Cutl▇▇LLP, ▇▇1 ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. On the Closing Date, ▇▇ainst surrender of Old Notes in the same principal Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) amount as the New Notes at 10:00 A.M., Chicago, Illinois, time, on August 28, 1998 or such earlier date as may be determined by not less than five Business Days' prior written notice from the Company will deliver to each Purchaser the Purchasers (Notes of the "Closing Date"). The New Notes delivered Series to you on the Closing Date will be delivered to you purchased by such Purchaser in the form of a registered single Note for each applicable Series (or registered such greater number of Notes to be acquired by you in denominations of at least $500,000 as such Purchaser may request) dated the form attached hereto as Exhibit A, for the full amount to be acquired by you (in the denominations specified by you in Schedule I), Closing Date and registered in your such Purchaser’s name (or in the name of your such Purchaser’s nominee), all as you may specify at any time against delivery by such Purchaser to the Company or its order of immediately available funds in the amount of the purchase price therefor by wire transfer via Fedwire of immediately available funds for the account of the Company pursuant to wire instructions provided to the Purchasers prior to the date fixed for deliveryexecution and delivery thereof. If, on the Closing Date, the Company shall fail to tender such Series 2008 Notes to any Purchaser as provided above in this §1.4, or any of the conditions specified in §4 shall not have been fulfilled to any Purchaser’s satisfaction, such Purchaser shall, at such Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure or such nonfulfillment.

Commitment, Closing Date. Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth: (a) you hereby agree with the Company as follows: (i) You waive any Default or Event of Default under Sections 5.9, 5.10 and 5.13 hereof arising solely from the Transactions; (ii) The Spin-off will not constitute a Restricted Payment for purposes of Section 5.9 hereof, provided that the Spin-off is completed by November 1, 1998; (iii) None of the Transactions will constitute a disposition of assets for purposes of Section 5.10 hereof, provided that the Spin-off is completed by November 1, 1998; and (iv) None of the Inter-Company Agreements will constitute a transaction or arrangement with any Affiliate for purposes of Section 5.13 hereof; and (b) the Company agrees to issue and sell to you in exchange for the Old Notes held by you, and you agree to surrender such Old purchase from the Company, Notes to of the Company in exchange therefor and for payment of accrued interest on the Old Notes to and including the Closing Date, New Notes in the aggregate principal amount set forth opposite your name on in Schedule I hereto in a principal amount equal and the Notes shall be paid for by delivery to the unpaid Company of an equal principal amount of such Old Notes which bear the same interest rate (to but not including October 1, 1998) as the Notes being purchased on the Closing Date hereafter hereinafter mentioned; provided that the Old Notes surrendered in exchange for the Notes will be canceled with no interest due thereon. Delivery The exchange of the New Old Notes for the Notes will be made at the offices of Chap▇▇▇▇▇▇▇ and ▇▇▇ Cutl▇▇▇▇, ▇▇1 ▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ainst surrender subject to satisfaction of Old Notes the conditions precedent set forth in ss.4 hereof (the "Closing Conditions"), on February 18, 1997 or, in the same principal Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) amount event that all Closing Conditions have not been satisfied as the New Notes at 10:00 A.M.of February 18, Chicago1997, Illinois, time, such later date on August or prior to February 28, 1998 1997 as of which all such Closing Conditions have been satisfied (such date or such earlier later date is herein referred to as may be determined by not less than five Business Days' prior written notice from the Company to the Purchasers (the "Closing Date"). The New Notes delivered to you on the Closing Date will be delivered to you in the form of a single registered Note or registered Notes to be acquired by you in the form attached hereto as Exhibit A, for the full amount to be acquired by you of your purchase (in the unless different denominations are Petroleum Heat and Power Co., Inc. Note Agreement specified by you in Schedule Iyou), registered in your name or in the name of your nomineesuch nominee as you may specify and in substantially the form attached hereto as Exhibit A, all as you may specify at any time prior to the date fixed for delivery.