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

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Offered Bonds shall be made at the office at the location specified in Schedule I, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds to be purchased by any Underwriter whose check has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Offered Bonds shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company, at the purchase price principal amount of Securities set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth A hereto opposite the name of such Underwriter in Schedule II heretoat a purchase price equal to ______% of the principal amount thereof, plus accrued interest, if any, from ___________ __, 1996, plus any additional principal amount of Offered Bonds Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates forof, the Offered Bonds Securities shall be made at the office offices of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by you and the location specified in Schedule ICompany, at 9:00 A.M. (Eastern time) 10:00 A.M., on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) [third][fourth] business day after the date hereof (unless postponed in accordance with the provisions of Section 10)) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing DateTime"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Companyimmediately available funds, against delivery to Robexx X. Xxxxx xxx the respective accounts Underwriters of the several Underwriters of certificates for the Offered Bonds Securities to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds to be purchased by any Underwriter whose check has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Offered Bonds The Securities shall be in fully registered book-entry form in such denominations and registered in such names as the Underwriters may request in writing at least one full two business day days before the Closing Date. The certificates for the Offered Bonds will Time, and shall be made available to for examination and packaging by the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, A.M. on the last business day prior to the Closing DateTime.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at the purchase price of $25 per Preferred Security and at an annual distribution rate per Preferred Security set forth in the Pricing Agreement, the number of Preferred Securities set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth A opposite the name of such Underwriter (except as otherwise provided in Schedule II heretothe Pricing Agreement), plus any additional principal amount number of Offered Bonds which Preferred Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment In the event that the annual distribution rate has not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Offerors and the Underwriters. As compensation to the Underwriters for their commitments hereunder and in view of the fact that the entire proceeds of the sale of the Preferred Securities (together with the entire proceeds from the sale by the Trust to the Company of the Common Securities) will be used to purchase price for, and delivery the Subordinated Debt Securities of certificates forthe Company, the Offered Bonds shall be made Company hereby agrees to pay at the office at Closing Time (as defined below) to Merrxxx Xxxcx, xxr the location specified in Schedule Iaccounts of the several Underwriters, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon a commission per Preferred Security determined by agreement between the Underwriters and the Company (such time and date of payment and delivery being herein called for the "Preferred Securities to be delivered by the Trust hereunder at the Closing Date")Time. Payment The commission, when so determined, shall be made to the Company by certified or official bank check or checks, or by wire transfer set forth in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds to be purchased by any Underwriter whose check has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Offered Bonds shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing DatePricing Agreement.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds Securities set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 98.75% of the aggregate principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofthereof. (b) Payment Delivery of the purchase price for, and delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. no later than 10:00 a.m. (Eastern New York City time) on the third (fourthNovember 23, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2021 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxKBW, xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates Payment for the Offered Bonds Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full business day before prior to the Closing DateTime. The certificates for the Offered Bonds will Global Note shall be made available to the Underwriters for examination at by the location specified in Schedule I hereto Representative not later than 10:00 a.m., Eastern a.m. (New York City time, ) on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyTrust, at a price of $1,000 per Capital Security, 150,000 Capital Securities. Deliveries of a certificate or certificates for the purchase price set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Offered Bonds Capital Securities shall be made at the office offices of Thacher Proffitt & Wood LLP in The Citx xx Xxx Xxxx, Xew Xxxx, or such other place as may be agreed to by the Representative and the Offerors, and payment of the purchase price for the Capital Securities shall be made by the Representative to the Trust by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Offerors, at 9:00 A.M. (Eastern time) on the third (fourthno later than 10:00 a.m., if the pricing occurs after 4:30 P.M., Eastern New York City time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)January 26, 2006 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company Offerors (such time and date of payment and delivery being herein called the "Closing DateTime"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Capital Securities which it has agreed to purchase. Robexx X. XxxxxSandler O'Neill, xxdividually individually and not as representative Reprexxxxxxxve of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Capital Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Payment for the Capital Securities purchased by the Underwriters shall be made to the Trust by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Capital Securities to be purchased by them. Certificates for the Offered Bonds Capital Securities shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full two business day before the Closing Date. The certificates for the Offered Bonds will be made available to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day days prior to the Closing Date.the

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at $______ per share, the purchase price number of Initial Securities set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth A opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount number of Offered Bonds Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 525,000 shares of Common Stock at the price forper share set forth in paragraph (a) above. The option hereby granted will expire 30 days after the Representation Date, and delivery may be exercised in whole or in part from time to time only for the purpose of certificates for, the Offered Bonds shall covering over-allotments which may be made at the office at the location specified in Schedule I, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance connection with the provisions offering and distribution of Section 10), or such other time not later than ten business days after such date as shall be agreed the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the Company (such time and date of payment and delivery being herein called the for such Option Securities. Any such time and date of delivery (a "Closing DateDate of Delivery"). Payment ) shall be made determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, unless otherwise agreed upon by the Company by certified Representative and the Company. . If the option is exercised as to all or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order any portion of the CompanyOption Securities, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall acting severally and not be obligated to) make payment jointly, will purchase that proportion of the purchase price for total number of Option Securities then being purchased which the Offered Bonds to be purchased by any Underwriter whose check has not been received by number of Initial Securities set forth in Schedule A opposite the Closing Date, but such payment shall not relieve name of such Underwriter from its obligations hereunder. bears to the total number of Initial Securities (c) Certificates for except as otherwise provided in the Offered Bonds shall be Pricing Agreement), subject in each case to such denominations and registered in such names adjustments as the Underwriters may request Representative in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available its discretion shall make to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing Dateeliminate any sales or purchases of fractional shares.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds Securities set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 99.058% of the aggregate principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant thereof, plus accrued and unpaid interest from May 15, 2015 to the provisions of Section 10 hereofClosing Time (as defined below) and payable at such Closing Time. (b) Payment Delivery of the purchase price for, and delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. (Eastern time) on the third (fourthno later than 10:00 a.m., if the pricing occurs after 4:30 P.M., Eastern New York City time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)June 11, 2015 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxSandler X’Xxxxx, xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Offered Bonds Securities shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full two business day before days prior to the Closing DateTime. The All certificates for the Offered Bonds will Securities shall be made available to the Underwriters for examination at and packaging, if applicable, by the location specified Representative in Schedule I hereto not later than 10:00 a.m., Eastern time, The City of New York on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds Securities set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 98.5% of the aggregate principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofthereof. (b) Payment Delivery of the purchase price for, and delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 620 Eighth Avenue, 42nd Floor, New York, New York 1001, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. no later than 10:00 a.m. (Eastern New York City time) on the third (fourthMay 1, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxXxxxx Xxxxxxx & Co., xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates Payment for the Offered Bonds Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full business day before prior to the Closing DateTime. The certificates for the Offered Bonds will Global Note shall be made available to the Underwriters for examination at by the location specified in Schedule I hereto Representative not later than 10:00 a.m., Eastern a.m. (New York City time, ) on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds Securities set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 98.75% of the aggregate principal amount of Offered Bonds which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofthereof. (b) Payment Delivery of the purchase price for, and delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Xxxxxxxxx & Xxxxxxx LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. no later than 10:00 a.m. (Eastern New York City time) on the third (fourthSeptember 3, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxXxxxx Xxxxxxx & Co., xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates Payment for the Offered Bonds Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full business day before prior to the Closing DateTime. The certificates for the Offered Bonds will Global Note shall be made available to the Underwriters for examination at by the location specified in Schedule I hereto Representative not later than 10:00 a.m., Eastern a.m. (New York City time, ) on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, Underwriter agrees to purchase from the Company, at the a purchase price of $38.4925 per share, the number of Firm Securities set forth in Schedule I hereto, the respective principal amounts of the Offered Bonds set forth A hereto opposite the name of such Underwriter in Schedule II heretoUnderwriter, plus any additional principal amount number of Offered Bonds Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and the Underwriters shall have a one-time right to purchase from the Company, severally and not jointly, at a purchase price of $38.4925 per share, in the aggregate up to 900,000 Additional Securities. If the Representatives, on behalf of the Underwriters, elect to exercise such option, the Representatives shall so notify the Company in writing not later than 30 days after the date of this Agreement, but at any time within such 30 days, which notice shall specify the number of Additional Securities to be purchased by the Underwriters and the time and date on which such shares are to be purchased. Such date may be the same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 2(c) hereof solely for the purpose of covering over-allotments made in connection with the public offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Securities. (b) The Company has been advised by the Representatives that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has further been advised by the Representatives that the Underwriters propose to initially offer the Securities to the public at the public offering price of $39.5625 per share. (c) Payment of the purchase price for, and delivery of certificates for, the Offered Bonds Firm Securities shall be made at the office of Berlack, Israels & Xxxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the location specified in Schedule IRepresentatives and the Company, at 9:00 10:00 A.M. (Eastern time) on the third (fourthFebruary 19, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof 1998 (unless postponed in accordance with the provisions of Section 1010 hereof), or such other time not later than ten five business days after such date as shall be agreed upon by the Underwriters Representatives and the Company (such time and date of payment and delivery being herein called the "Closing Date"Time ). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of immediately available funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the Representatives for the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds to be purchased by any Underwriter whose check has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Offered Bonds shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing Date.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject Subject to the terms and conditions herein set forthherein, (i) (A) the Company agrees to issue and sell to each Underwriterof the Underwriters, and each Underwriterof the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $_______, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto and, (B) in the event and to the extent that the Underwriters exercise the election to purchase Optional Securities as provided below, 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, at the purchase price per share set forth in clause (i)(A) of this Section 2(a), that portion of the number of Company Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Company Optional Securities by a fraction, the numerator of which is the maximum number of Company Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I heretohereto and the denominator of which is the maximum number of Company Optional Securities that all of the Underwriters are entitled to purchase hereunder; (ii) (A) each Selling Shareholder agrees, severally and not jointly, to sell to each of the Underwriters and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholder, at a purchase price per share of $______, the respective principal amounts number of the Offered Bonds Firm Securities set forth opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount of Offered Bonds which such Underwriter may become obligated hereto and (B) in the event and to the extent that the Underwriters shall exercise the election to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price forOptional Securities as provided below, each Selling Shareholder agrees, severally and delivery of certificates for, the Offered Bonds shall be made at the office at the location specified in Schedule I, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its accountjointly, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed sell to purchase. Robexx X. Xxxxx, xxdividually and not as representative each of the Underwriters, may (but shall and each of the Underwriters agrees, severally and not be obligated to) make payment of jointly, to purchase from such Selling Shareholder, at the purchase price for per share set forth in clause (ii)(A) of this Section 2(a), that portion of the Offered Bonds number of Selling Shareholders' Optional Securities as to which such election shall have been exercised (to be purchased adjusted by any Underwriter whose check has not been received you so as to eliminate fractional shares) determined by multiplying such number of Selling Shareholders' Optional Securities by a fraction, the Closing Date, but such payment shall not relieve numerator of which is the maximum number of Selling Shareholders' Optional Securities which such Underwriter from its obligations hereunder. (c) Certificates for is entitled to purchase as set forth opposite the Offered Bonds shall be name of such Underwriter in such denominations Schedule II hereto and registered in such names as the denominator of which is the maximum number of Selling Shareholders' Optional Securities that all of the Underwriters may request in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available are entitled to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing Datepurchase hereunder.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds 2030 Notes set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 99.35% of the aggregate principal amount thereof, and the aggregate principal amount of Offered Bonds which 2035 Notes set forth opposite the name of such Underwriter may become obligated on Schedule I hereto, at a purchase price equal to purchase pursuant to the provisions of Section 10 hereof. (b) Payment 99.125% of the purchase price for, and delivery aggregate principal amount thereof. Delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. (Eastern time) on the third (fourthno later than 10:00 a.m., if the pricing occurs after 4:30 P.M., Eastern New York City time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)March 3, 2020 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxXxxxx Xxxxxxx & Co., xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates Payment for the Offered Bonds Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of one or more global notes representing the Securities (collectively, the “Global Note”) to be purchased by the Underwriters. The Securities represented by the Global Note shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full two business day before days prior to the Closing DateTime. The certificates for the Offered Bonds will Global Note shall be made available to the Underwriters for examination at by the location specified in Schedule I hereto Representative not later than 10:00 a.m., Eastern 4:55 p.m. New York City time, on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.

Sale and Delivery to Underwriters Closing. (a) On The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations representations, warranties and warranties agreements set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Company agrees to sell to each Underwriter, and each Underwriteragrees, severally and not jointly, agrees to purchase from the CompanyCompany the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $16.97. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the purchase price set forth in Schedule I heretoPurchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the respective principal amounts number of Option Shares to be purchased by each Underwriter shall be the Offered Bonds number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule II hereto, plus any additional principal amount of Offered Bonds which 1 hereto (or such Underwriter may become obligated to purchase pursuant to the provisions of number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. (b) Payment The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the purchase price Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and delivery of certificates for, time as the Offered Bonds Closing Date but shall not be made at earlier than the office at Closing Date or later than the location specified in Schedule I, at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 P.M., Eastern time, on any given day) tenth full business day after the date hereof of such notice (unless such time and date are postponed in accordance with the provisions of Section 1010 hereof), or . Any such other time not later than ten notice shall be given at least two business days after such date as shall be agreed upon by the Underwriters and the Company (such time and date of payment and delivery being herein called the "Closing Date"). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxx, xxr its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds which it has agreed to purchase. Robexx X. Xxxxx, xxdividually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds to be purchased by any Underwriter whose check has not been received by the Closing Date, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Certificates for the Offered Bonds shall be in such denominations and registered in such names as the Underwriters may request in writing at least one full business day before the Closing Date. The certificates for the Offered Bonds will be made available to the Underwriters for examination at the location specified in Schedule I hereto not later than 10:00 a.m., Eastern time, on the business day prior to the Closing Datedate and time of delivery specified therein.

Sale and Delivery to Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective aggregate principal amounts amount of the Offered Bonds Securities set forth opposite the name of such Underwriter in on Schedule II I hereto, plus any additional at a purchase price equal to 99.064% of the aggregate principal amount thereof. Deliveries of Offered Bonds which such Underwriter may become obligated to purchase pursuant to a certificate or certificates for the provisions of Section 10 hereof. (b) Payment of the purchase price for, and delivery of certificates for, the Offered Bonds Securities shall be made at the office offices of Txxxxxx Xxxxxxxx & Wxxx llp in The City of New York, New York, or such other place as may be agreed to by the Representative and the Company, and payment of the purchase price for the Securities shall be made by the Representative to the Company by wire transfer of immediately available funds contemporaneous with closing at such place as shall be agreed upon by the location specified in Schedule IRepresentative and the Company, at 9:00 A.M. (Eastern time) on the third (fourthno later than 10:00 a.m., if the pricing occurs after 4:30 P.M., Eastern New York City time, on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10)May 1, 2007 or such other time not later than ten (10) business days after such date as shall be agreed upon by the Underwriters Representative and the Company (such time and date of payment and delivery being herein called the "“Closing Date"Time”). Payment shall be made to the Company by certified or official bank check or checks, or by wire transfer in the type of funds specified in Schedule I, payable to the order of the Company, against delivery to Robexx X. Xxxxx xxx the respective accounts of the several Underwriters of certificates for the Offered Bonds to be purchased by them. It is understood that each Underwriter has authorized Robexx X. Xxxxxthe Representative, xxr for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Offered Bonds Securities which it has agreed to purchase. Robexx X. XxxxxKBW, xxdividually individually and not as representative Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Offered Bonds Securities to be purchased by any Underwriter whose check has funds have not been received by the Closing DateTime, but such payment shall not relieve such Underwriter from its obligations hereunder. (c) Payment for the Securities purchased by the Underwriters shall be made to the Company by wire transfer of immediately available funds to a bank designated by the Company, against delivery to the Representative for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Certificates for the Offered Bonds Securities shall be in such denominations and registered in such names as the Underwriters Representative may request in writing at least one full two business day before days prior to the Closing DateTime. The All certificates for the Offered Bonds will Securities shall be made available to the Underwriters for examination at and packaging, if applicable, by the location specified Representative in Schedule I hereto not later than 10:00 a.m., Eastern time, The City of New York on the business day prior to the Closing DateTime. In performing its duties under this Agreement, the Underwriters shall be entitled to rely upon any notice, signature or writing that the Underwriters shall in good faith believe to be genuine and to be signed or presented by a proper party or parties. The Underwriters may rely upon any opinions or certificates or other documents delivered by the Company or its counsel or designees to them.