Purchase and Sale Contract Clauses (2,386)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Issuer, at a purchase price equal to 98.75% of the principal amount thereof, plus accrued interest, if any, from September 15, 2016 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule I her...eto. -15- 3. Delivery and Payment. Delivery of and payment for the Securities shall be made at 10:00 A.M., London time, on September 15, 2016, or at such time on such later date (not later than September 22, 2016) as the Initial Purchasers shall designate, which date and time may be postponed among the Initial Purchasers and the Issuer or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Initial Purchasers for the respective accounts of the several Initial Purchasers against payment by the several Initial Purchasers of the purchase price thereof to or upon the order of the Issuer by wire transfer payable in same-day funds to the account specified by the Issuer. Delivery of the Securities shall be made through the facilities of Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("Clearstream"), or their designated nominee, unless the Initial Purchasers shall otherwise instruct. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer at a purchase price of 99.00% (subject to Section 4 below) of the principal amount thereof (the "Purchase Price"), plus accrued interest, if any, from June 10, 2020 to the Closing Date, the principal amount of Securities set forth opposite such Underwriter's ...name in Schedule I hereto. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Company (i) the 2031 Notes at a purchase price of 99.131% of the principal amount thereof and (ii) the 2050 Notes at a purchase price of 99.037% of the principal amount thereof, the respective principal amounts of the Securitie...s set forth opposite the name of such Underwriter in Schedule I hereto. -10- 3. Delivery and Payment. Securities to be purchased by the Underwriters hereunder, in definitive form to the extent practicable, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours' prior notice to the Company, shall be delivered by or on behalf of the Company to the Representatives for the respective accounts of the several Underwriters at the office of Sullivan & Cromwell LLP, on May 15, 2020 at 10:00 A.M., New York City time (or such later date not later than five business days after such specified date as the Underwriters shall designate), which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date"). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by or on behalf of such Underwriter of the purchase price thereof in Federal (same day) funds by official bank check or checks to or upon the order of the Company or by wire transfer to an account specified by the Company. The Company agrees to have the Securities available for inspection, checking and packaging by the Representatives in New York, New York, not later than 5:00 P.M. on the business day prior to the Closing Date. View More

Purchase and Sale. PROPERTY 1 3. PERFORMANCE DATES 2 4. DEPOSIT 2 5. PURCHASE PRICE 3 6. TITLE AND SURVEY 3 7. PROPERTY INSPECTIONS 4 8. TENANT LEASES 7 9. SERVICE CONTRACTS 10 10. SELLER'S REPRESENTATIONS AND WARRANTIES 10 11. SELLER'S OBLIGATIONS PRIOR TO CLOSING 13 12. CONDITIONS PRECEDENT 14 13. PRORATIONS 16 14. IMPROVEMENT LIENS 19 15. EXPENSES AND INTANGIBLE TAXES 20 16. CLOSING 20 17. DEFAULT BY SELLER 21 18. DEFAULT BY PURCHASER 21 19. BROKERS 22 20. ASSIGNABILITY 22 21. ESCROW AGENT 22 22. NOTICES 23 23.... RISK OF LOSS 25 24. MISCELLANEOUS 25 25. WAIVER OF JURY TRIAL 26 26. COUNTERPARTS 27 i List of Exhibits Exhibit "A" Legal Description of Land Exhibit "B" Service Contracts Exhibit "C" Rent Roll Exhibit "D" Exhibit "E" Exhibit "F" Form Tenant Estoppel Certificate Form Deed Form Bill of Sale Exhibit "G" Form Assignment of Intangible Property Exhibit "H" Form Assignment and Assumption of Leases, Rents and Deposits ii PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 8th day of August (the "Effective Date"), between RK-WEM, LLC, an Arizona limited liability company ("Seller"), and BANYAN SURPRISE PLAZA LLC, an Arizona limited liability company ("Purchaser"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller hereby agree as follows: 1. PURCHASE AND SALE. Seller shall sell, assign, transfer, convey and deliver the Property (hereinafter defined) to Purchaser, and Purchaser shall purchase, acquire and accept the Property from Seller, all upon the terms and conditions set forth in this Agreement. View More