Common use of Purchase, Sale and Delivery Clause in Contracts

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.7606% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30, 2004 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one business day prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the selling restrictions, terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.7606% of the aggregate principal amount thereof$165,293,100. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30August 25, 2004 2005, or such other date as shall be agreed upon by the Initial Purchaser and the Company (the “Closing Date”) ), at the New York offices of WeilXxxxxx, Gotshal Xxxxx & Xxxxxx Xxxxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants contained herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, Company the principal amount of the Notes at a purchase price of 96.7606106.00% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30April 28, 2004 2010 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx Proskauer Rose LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive global form, registered in such names and denominations as the Initial Purchaser may request, request against payment by the Initial Purchaser of the purchase price therefor (net of expenses of the Initial Purchaser that are reimburseable by the Company) by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx Proskauer Rose LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 and each of the Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase from the CompanyCompany and each of the Guarantors, the Notes respective aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 96.760697.500% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Purchasers of and payment for the Notes Securities shall be made at a Closing (the “Closing”) closing to be held at 10:00 a.m., New York time, on November 30September 1, 2004 2017 (the “Closing Date”) at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx LLPXxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representative). The Company shall deliver to the Initial Purchaser Purchasers one or more certificates representing the Notes Securities in definitive form, registered in such names and denominations as the Initial Purchaser Purchasers may request, against payment by the Initial Purchaser Purchasers of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser Purchasers at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes Securities in definitive form shall be made available to the Initial Purchaser Purchasers for inspection at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchaserRepresentative) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the selling restrictions, terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.7606% of the aggregate principal amount thereof$72,750,000. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30July 6, 2004 2006, or such other date as shall be agreed upon by the Initial Purchaser and the Company (the “Closing Date”) ), at the New York offices of WeilXxxxxx, Gotshal Xxxxx & Xxxxxx Xxxxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Issuers agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers agree, severally and not jointly, to purchase from the CompanyIssuers, the Notes at a purchase price of 96.760697.75% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Purchasers of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30December 22, 2004 2009 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx LLPProskauer Rose LLP (or such other location as shall be reasonably acceptable to the Initial Purchasers). The Company shall deliver to the Initial Purchaser Purchasers one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser Purchasers may request, against payment by the Initial Purchaser Purchasers of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser Purchasers at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser Purchasers for inspection at the New York offices of Weil, Gotshal & Xxxxxx Proskauer Rose LLP (or such other place location as shall be reasonably acceptable to the Initial PurchaserPurchasers) not later than 10:00 a.m. a.m., New York time, one business day immediately preceding prior to the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On The Company is advised by the basis Representatives that the Underwriters propose to make a public offering of their respective portions of the representationsUnderwriters' Securities as soon after this Agreement is entered into as in the Representatives' judgment is advisable. The terms of the public offering of the Underwriters' Securities are set forth in the Prospectus. Payment of the purchase price for, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forthdelivery of, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.7606% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes Underwriters' Securities shall be made in the funds, at a the place or places, on the date and at the time (unless postponed in accordance with the provisions of Section 10) specified in Schedule II to the Special Provisions or at such other time or place as shall be agreed upon by the Representatives and the Company (such time and date being referred to as the "Closing (Time"). Except as otherwise specified in Schedule II to the “Closing”) Special Provisions, payment shall be made to the Company by certified or official bank check or checks payable to the order of the Company against delivery to the Representatives for the respective accounts of the Underwriters of the Underwriters' Securities to be held at 10:00 a.m., New York time, on November 30, 2004 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx LLPpurchased by them. The Company Such Underwriters' Securities shall deliver to the Initial Purchaser one or more certificates representing the Notes be in definitive form, such denominations and registered in such names and denominations as the Initial Purchaser Representatives may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser request in writing at least one two business day days prior to the ClosingClosing Time. The certificates representing the Notes Such Underwriters' Securities, which may be in definitive form shall temporary form, will be made available to for examination and packaging by the Initial Purchaser for inspection at the Representatives in New York offices of Weil, Gotshal & Xxxxxx LLP (City or at such other place as shall be reasonably acceptable agreed upon by the Representatives and the Company on or before the first business day prior to the Initial PurchaserClosing Time. If so provided in Schedule II to the Special Provisions, the Underwriters may solicit offers to purchase Contract Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") not later than 10:00 a.m. one business day immediately preceding substantially in the form of Annex I hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to the Representatives at Closing DateTime, for the accounts of the Underwriters, the fee set forth in Schedule II to the Special Provisions in respect of the principal amount of Contract Securities. Notes Any Delayed Delivery Contracts are to be represented with institutional investors of the types set forth in the Prospectus. At Closing Time, the Company will enter into Delayed Delivery Contracts (each for not less than the minimum principal amount of Contract Securities per Delayed Delivery Contract specified in Schedule II to the Special Provisions) with all purchasers proposed by one the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities in excess of that specified in Schedule II to the Special Provisions. The Underwriters will not have any responsibility for the validity or more definitive global securities in book-entry form performance of Delayed Delivery Contracts. The Representatives will be deposited on the Closing Date, by or on behalf of submit to the Company, at least three business days prior to the Closing Time, the names of any institutional investors with The Depository Trust which it is proposed that the Company (“DTC”) or its designated custodianwill enter into Delayed Delivery Contracts and the principal amount of Contract Securities to be purchased by each of them, and registered the Company will advise the Representatives at least two business days prior to Closing Time of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. The principal amount of Offered Securities agreed to be purchased by the respective Underwriters as set forth in Schedule I to the name Special Provisions shall be reduced by the principal amount of Cede & Co.Offered Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by the Representatives to the Company; provided, however, that the total principal amount of Offered Securities to be purchased by all Underwriters shall be the total amount of Offered Securities set forth in Schedule I to the Special Provisions, less the principal amount of Offered Securities covered by Delayed Delivery Contracts.

Purchase, Sale and Delivery. 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 Initial PurchaserPurchasers, and each of the Initial Purchaser Purchasers agrees to purchase from the Company, severally and not jointly, the principal amount of the Notes set forth opposite the name of such Initial Purchaser on Schedule I hereto, at a purchase price of 96.760696.5% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Purchasers of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 9:00 a.m., New York Houston time, on November 30December 1, 2004 (the “Closing Date”) at the New York offices of Weil, Gotshal Xxxxxx & Xxxxxx LLPL.L.P., or at such other time, date or place as shall be agreed upon by the Initial Purchasers and the Company. The Company shall deliver to the Initial Purchaser Purchasers one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser Purchasers may request, against payment by the Initial Purchaser Purchasers of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser Purchasers at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser Purchasers for inspection at the New York offices of Weil, Gotshal Xxxxxx & Xxxxxx LLP L.L.P. (or such other place as shall be reasonably acceptable to the Initial PurchaserPurchasers) not later than 10:00 a.m. one 5:00 p.m. Houston time on the business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of its nominee, which is expected to be Cede & Co.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes Company $500,000,000 aggregate principal amount of Securities at a purchase price of 96.760696.712% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes Securities shall be made at a Closing closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30March 13, 2004 2015 (the “Closing Date”) at the New York offices of Weil, Gotshal White & Xxxxxx LLPCase LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser). The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one business day prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal White & Xxxxxx Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Initial PurchaserUnderwriter, and the Initial Purchaser Underwriter agrees to purchase from the Company, the Notes at a purchase price of 96.760693.1% of the aggregate principal amount thereofat maturity thereof plus accrued interest from March 15, 2006. Delivery to the Initial Purchaser of Underwriter of, and payment for for, the Notes shall be made at a Closing closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30March 28, 2004 2006 (the “Closing Date”) at the New York offices of WeilXxxxx, Gotshal Xxxxx, Xxxx & Xxxxxx Maw LLP. The Company shall will deliver to against payment of the Initial Purchaser one or more certificates representing purchase price the Notes to be offered and sold by the Underwriter in definitive fully registered form, registered in the name of CEDE & CO., to the Trustee as custodian, for The Depository Trust Company (“DTC”), and the Underwriter will accept such names and denominations as delivery. Payment for the Initial Purchaser may request, against payment Notes shall be made by the Initial Purchaser of the purchase price therefor Underwriter in Federal (same day) funds by immediately available Federal funds bank official check or checks or wire transfer to such bank account one or more accounts as the Company shall designate to the Initial Purchaser Underwriter at least one (1) business day prior to the ClosingClosing Date, drawn to the order of the Company at the office of Mayer, Brown, Xxxx & Maw LLP at the Closing on the Closing Date. The certificates representing the Notes in definitive form shall will be made available to the Initial Purchaser for inspection at the New York offices above office of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable at least 24 hours prior to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co..

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the selling restrictions, terms and conditions herein set forth, the Company agrees Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the CompanyIssuers, the Notes at a 22,491 Units for an aggregate purchase price of 96.7606% of the aggregate principal amount thereof$22,266,090.00. Delivery to the Initial Purchaser of and payment for the Notes Units shall be made at a Closing closing (the “"Closing”") to be held at 10:00 a.m., New York time, on November 30December 21, 2004 (the “"Closing Date”") at the New York offices of WeilXxxxx, Gotshal Brown, Xxxx & Xxxxxx Maw LLP. The Company Issuers shall deliver to the Initial Purchaser one or more certificates representing the Units and underlying Notes in definitive form, for your account registered in such names and denominations as the Initial Purchaser may requestrequest no later than 9:00 p.m. two days immediately preceding the Closing Date, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes Units in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes Units to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 and each of the Guarantors agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase from the CompanyCompany and each of the Guarantors, the Notes respective aggregate principal amount of Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 96.760698.681% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Purchasers of and payment for the Notes Securities shall be made at a Closing (the “Closing”) closing to be held at 10:00 a.m., New York time, on November 30September 19, 2004 2018 (the “Closing Date”) at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx LLPXxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Representatives). The Company shall deliver to the Initial Purchaser Purchasers one or more certificates representing the Notes Securities in definitive form, registered in such names and denominations as the Initial Purchaser Purchasers may request, against payment by the Initial Purchaser Purchasers of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser Purchasers at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes Securities in definitive form shall be made available to the Initial Purchaser Purchasers for inspection at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchaserRepresentatives) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the Initial PurchaserUnderwriters, and each of the Initial Purchaser agrees Underwriters agrees, severally and not jointly, to purchase from the CompanyPartnership, the respective principal amount of the Notes set forth opposite such Underwriter’s name in Schedule I hereto, at a purchase price of 96.760697.955% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Underwriters of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30June 9, 2004 2015 (the “Closing Date”) at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx Xxxxxxxx LLP. The Company Partnership shall deliver to the Initial Purchaser Underwriters one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser Underwriters may request, against payment by the Initial Purchaser Underwriters of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Partnership shall designate to the Initial Purchaser Underwriters at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser Underwriters for inspection at the New York offices of Weil, Gotshal Xxxxx Xxxx & Xxxxxx Xxxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchaserUnderwriters) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyPartnership, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants contained herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.760684.649% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30February 13, 2004 2009 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx Proskauer Rose LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive global form, registered in such names and denominations as the Initial Purchaser may request, request against payment by the Initial Purchaser of the purchase price therefor (net of expenses of the Initial Purchaser that are reimburseable by the Company) by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx Proskauer Rose LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 agree to issue and sell to the Initial PurchaserPurchasers, and the Initial Purchaser agrees Purchasers, severally and not jointly, agree to purchase from the Company, the Notes aggregate principal amount of Securities at a purchase price of 96.760697.5% of the aggregate principal amount thereof. Delivery to the Initial Purchaser Purchasers of and payment for the Notes Securities shall be made at a Closing closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30February 11, 2004 2014 (the “Closing Date”) at the New York offices of Weil, Gotshal Lxxxxx & Xxxxxx LLPWxxxxxx LLP (or such other place as shall be reasonably acceptable to the Company and the Representative). The Company shall deliver to the Initial Purchaser Purchasers one or more certificates representing the Notes Securities in definitive form, registered in such names and denominations as the Initial Purchaser Purchasers may request, against payment by the Initial Purchaser Purchasers of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser Representative at least one two business day days prior to the Closing. The certificates representing the Notes Securities in definitive form shall be made available to the Initial Purchaser Purchasers for inspection at the New York City offices of Weil, Gotshal Lxxxxx & Xxxxxx Wxxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial PurchaserPurchasers) not later than 10:00 a.m. New York City time one business day immediately preceding the Closing Date. Notes Securities to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, at the Notes at a purchase price of 96.7606% of set forth in Schedule A hereto, the aggregate principal amount thereof. of Notes set forth in Schedule A. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York City time, on November 30October 22, 2004 2009 (the “Closing Date”) at the New York offices of Weil, Gotshal White & Xxxxxx Case LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal White & Xxxxxx Case LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. a.m., New York City time, one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the CompanyIssuers, the Notes at a purchase price of 96.760696.75% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing closing (the “"Closing”") to be held at 10:00 a.m., New York time, on November 30March 16, 2004 (the “"Closing Date”") at the New York offices of WeilSkadden, Gotshal Arps, Slate, Xxxxxxx & Xxxxxx Xxxx LLP. The Company Issuers shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.760697% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing closing (the “"Closing”") to be held at 10:00 a.m., New York time, on November 30March 17, 2004 (the “"Closing Date”") at the Rochester, New York offices of WeilXxxxxx Beach LLP, Gotshal & Xxxxxx LLPor at such other location as agreed to by the Initial Purchaser and the Company. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the ClosingClosing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements warranties and covenants herein contained in this Agreement, and subject to the its terms and conditions herein set forthconditions, the Company agrees to issue and sell to the Initial PurchaserPurchasers, and the each Initial Purchaser agrees agrees, severally and not jointly, to purchase from the Company, Company the principal amounts of Restricted Notes at a set forth opposite the name of such Initial Purchaser on Schedule II hereto. The purchase price of 96.7606% for the Restricted Notes will be $ per $1,000 principal amount Restricted Note. Delivery of the aggregate principal amount thereofRestricted Notes shall be made, against payment of the purchase price therefor, at the offices of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptable. Delivery to the Initial Purchaser of Such delivery and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 9:00 a.m., New York City time, on November 30January 29, 2004 (the “Closing Date”) or at the New York offices of Weil, Gotshal & Xxxxxx LLP. The Company such other time as shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment be agreed upon by the Initial Purchaser of Purchasers and the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one business day prior to the ClosingCompany. The certificates representing time and date of such delivery and payment are herein called the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the "Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on ." On the Closing Date, by one or on behalf of the Companymore Restricted Notes in definitive global form, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), having an aggregate amount corresponding to the aggregate principal amount of the Restricted Notes (the "Global Note") sold pursuant to Exempt Resales to Eligible Purchasers shall be delivered by the Company to the Initial Purchasers (or as the Initial Purchasers direct), against payment by the Initial Purchasers of the purchase price therefor, by wire transfer of same day funds, to an account designated by the Company, provided that the Company shall give at least two business days' prior notice to the Initial Purchasers of the information required to effect such wire transfer. The Global Note shall be made available to the Initial Purchasers for inspection not later than 9:30 a.m. on the business day immediately preceding the Closing Date.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.760692.0% of the aggregate principal amount at maturity thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30June 20, 2004 2005 (the “Closing Date”) at the New York offices of Weil, Gotshal Xxxxxxx Xxxx & Xxxxxx Xxxxx LLP. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, at least one business day prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal Xxxxxxx Xxxx & Xxxxxx Xxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Issuers agree to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the CompanyIssuers, the Notes Units at a purchase price of 96.760696.144% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes Units shall be made at a Closing (the “"Closing”") to be held at 10:00 a.m., New York time, on November 30August 1, 2004 2003 (the “"Closing Date”") at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP. The Company Issuers shall deliver to the Initial Purchaser one or more certificates representing the Units and underlying Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuers shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes Units in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes Units to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyIssuers, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.760696.55% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30December 17, 2004 2003, at the New York offices of Mayer, Brown, Xxxx & Maw LLP, or such other date, time or place as is mutually agreed to by the parties (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx LLP). The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of WeilMayer, Gotshal Brown, Xxxx & Xxxxxx Maw LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.

Purchase, Sale and Delivery. 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 Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 96.760690.16% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”"CLOSING") to be held at 10:00 a.m., New York time, on November 30September 24, 2004 2008 (the “Closing Date”"CLOSING DATE") at the New York offices of Weil, Gotshal Schulte Roth & Xxxxxx Zabel LLP. The Company shall deliver Txx Xxxxaxx xhalx xxxiver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, global form against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“"DTC”") or its designated custodian, and registered in the name of Cede & Co.Co. In addition to the purchase price for the Notes, the foregoing wire transfer shall reflect the payment by the Company to the Initial Purchaser of a fee in the amount of $1.0 million for financial advisory services in connection with the Offering.

Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company Issuer agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the CompanyIssuer, the $105,000,000 aggregate principal amount of Notes at for a purchase price of 96.7606% of equal to the aggregate principal amount thereof, net of fees and commissions to the Initial Purchaser in an amount equal to $5,150,000, of which $3,150,000 is commissions. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on November 30February 1, 2004 2005 (the “Closing Date”) at the New York offices of Weil, Gotshal & Xxxxxx Dechert LLP. The Company Closing Date and time and location of the Closing may be varied by agreement between the Initial Purchaser and the Issuer. The Issuer shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may requestrequest upon at least two business days prior to the Closing, against payment by the Initial Purchaser of the purchase price therefor by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company Issuer shall designate to the Initial Purchaser at least one two business day days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Weil, Gotshal & Xxxxxx Dechert LLP (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. the close of business one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the CompanyIssuer, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.