Common use of Delivery of and Payment for the Notes Clause in Contracts

Delivery of and Payment for the Notes. The delivery of the Notes (the “Closing”) shall take place at 8:00 a.m., California time, on the closing date set forth in the Confirmation of Pricing or at such other time or date as may be mutually agreeable to the District, the Authority and the Underwriters, at the Los Angeles offices of Norton Xxxx Xxxxxxxxx US LLP or such other place as the District, the Authority and the Underwriters shall mutually agree upon. At the Closing, the District shall cause the Notes to be delivered to the Authority, duly executed and authenticated, together with the other documents hereinafter mentioned, and the proceeds of the purchase price of the Notes set forth in the Confirmation of Pricing shall be deposited (i) in an amount indicated in the Confirmation of Pricing as the Deposit to the Proceeds Account of the District (and attributed to the Notes) held by the Trustee under the Indenture, and (ii) the remainder in the account (attributed to the Notes) in the Costs of Issuance Fund attributed to the Series of Authority Notes held by the Trustee under the Indenture. The District’s Notes shall be made available to the Authority for inspection at least 24 hours prior to Closing. [FOR NON STATE-CREDIT ISSUERS] If at any time prior to 25 days after the Closing Date, any event occurs as a result of which information relating to the District included in the official statement of the Authority relating to the Series of Authority Notes (the “Official Statement”) contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the District shall promptly notify the Authority and the Underwriters thereof, and if, in the opinion of the Authority or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will cooperate with the Authority and the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriters, and all reasonable expenses incurred thereby will be paid by the Underwriters.

Delivery of and Payment for the Notes. The delivery Delivery of and payment for the Notes (the “Closing”) shall take place be made at 8:00 a.m.10:00 A.M., California New York City time, on the closing fifth full business day following the date set forth in the Confirmation of Pricing this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company or as provided in Section 9 hereof. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Notes shall be made to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Firm Notes being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. The options granted in Section 2 will expire 30 days after the date as of this Agreement and may be mutually agreeable exercised in whole or from time to time in part by written notice being given to the DistrictCompany by the Representatives; provided that if such date falls on a day that is not a business day, the Authority options granted in Section 2 will expire on the next succeeding business day. Such notice shall set forth the aggregate principal amount of Additional Notes as to which the options are being exercised and the date and time, as determined by the Representatives, when the Additional Notes are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the options shall have been exercised nor later than the fifth business day after the date on which the options shall have been exercised or as provided in Section 9 hereof. Each date and time the Additional Notes are delivered is sometimes referred to as an “Additional Notes Delivery Date,” and the Initial Delivery Date and any Additional Notes Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Additional Notes by the Company and payment for the Additional Notes by the several Underwriters through the Representatives shall be made at 10:00 A.M., New York City time, on the date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the Representatives and the Company. On the Additional Notes Delivery Date, the Company shall deliver or cause to be delivered the Additional Notes to the Representatives for the account of each Underwriter against payment by the several Underwriters through the Representatives and of the respective aggregate purchase prices of the Additional Notes being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. The Notes will be delivered to Underwriters, or the Trustee as custodian for The Depository Trust Company (“DTC”), against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Underwriters at DTC. The Notes will be evidenced by one or more global securities in definitive form (the Los Angeles offices “Global Notes”) or by additional definitive securities, and will be registered, in the case of Norton Xxxx Xxxxxxxxx US LLP or the Global Notes, in the name of Cede & Co. as nominee of DTC, and in the other cases, in such other place names and in such denominations as the District, the Authority and the Underwriters shall mutually agree uponrequest prior to 10:00 A.M., New York City time, on the second business day preceding the Initial Delivery Date or the Additional Notes Delivery Date, as the case may be. At the Closing, the District shall cause the The Notes to be delivered to the Authority, duly executed and authenticated, together with the other documents hereinafter mentioned, and the proceeds of the purchase price of the Notes set forth in the Confirmation of Pricing shall be deposited (i) in an amount indicated in the Confirmation of Pricing as the Deposit to the Proceeds Account of the District (and attributed to the Notes) held by the Trustee under the Indenture, and (ii) the remainder in the account (attributed to the Notes) in the Costs of Issuance Fund attributed to the Series of Authority Notes held by the Trustee under the Indenture. The District’s Notes Underwriters shall be made available to the Authority Underwriters in New York City for inspection at least 24 hours prior to Closing. [FOR NON STATE-CREDIT ISSUERS] If at any time prior to 25 days after and packaging not later than 10:00 A.M., New York City time, on the Closing business day next preceding the Initial Delivery Date or the Additional Notes Delivery Date, any event occurs as a result of which information relating to the District included in the official statement of the Authority relating to the Series of Authority Notes (the “Official Statement”) contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the District shall promptly notify the Authority and the Underwriters thereof, and if, in the opinion of the Authority or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will cooperate with the Authority and the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriters, and all reasonable expenses incurred thereby will be paid by the Underwriterscase may be.

Delivery of and Payment for the Notes. The delivery (a) On the date of a --------------------------------------- proposed issuance of Notes, Xxxxx shall confer with one or more Dealers as to the face or principal amount, maturities and denominations thereof, the applicable interest rates or the discounts from the face amounts, at which the Notes are to be issued. (b) When agreement is reached on the “Closing”foregoing, (i) shall take place at 8:00 a.m.if the Notes are evidenced by Certificated Notes, California Xxxxx will instruct the Depositary to deliver executed and countersigned Certificated Notes to (ii) if such Notes are to be placed by CSI, to Citicorp, N.A., 00 Xxxxxxxx Xxxxx, Xxxxx X, Xxx Xxxx Xxx Xxxx 00000, Attention: Anton, and (b) if such Notes are to be placed by LBI, to The Chase Manhattan Bank (for the account of LBI), Four Xxx Xxxx Xxxxx, Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, in each case, prior to 2:15 p.m., New York City time, on the closing date set forth of issuance and (iii) if the Notes are Book-Entry Notes, the issuance of and payment for such Notes will be governed by a letter agreement among Xxxxx, the Depositary and The Depository Trust Company, dated as of the Closing Date (as amended, supplemented or otherwise modified and in effect, the Confirmation "DTC Representation Letter"). (c) Following a Dealer's receipt of Pricing duly and properly completed Certificated Notes, such Dealer or at its agent will transfer by the close of business on such day immediately available funds to the Depositary or to such other time or date bank as may be mutually agreeable designated in writing by Xxxxx to such Dealer in an amount equal to the District, the Authority and the Underwriters, at the Los Angeles offices of Norton Xxxx Xxxxxxxxx US LLP or such other place as the District, the Authority and the Underwriters shall mutually agree upon. At the Closing, the District shall cause the Notes to be delivered to the Authority, duly executed and authenticated, together with the other documents hereinafter mentioned, and the net proceeds of the purchase price Certificated Notes. (d) On any date on which Notes are to be sold hereunder, each Dealer shall notify the Depositary by 11:00 a.m. (New York City time) on such day of the amount of Notes set forth in placed by such Dealer by that time on such day. (e) On any date on which Notes are to be issued hereunder, each Dealer shall inform the Confirmation of Pricing shall be deposited (i) in an amount indicated in the Confirmation of Pricing Depositary as the Deposit to the Proceeds Account of the District (and attributed to the Notes) held by the Trustee under the Indenturesoon as practicable but not later than 11:00 a.m., and (ii) the remainder in the account (attributed to the Notes) in the Costs of Issuance Fund attributed to the Series of Authority Notes held by the Trustee under the Indenture. The District’s Notes shall be made available to the Authority for inspection at least 24 hours prior to Closing. [FOR NON STATE-CREDIT ISSUERS] If at New York City time on any time prior to 25 days after the Closing Date, any event occurs as a result of day on which information relating to the District included in the official statement of the Authority relating to the Series of Authority Notes (the “Official Statement”) contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the District shall promptly notify the Authority and the Underwriters thereof, and if, in the opinion of the Authority or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will cooperate with the Authority and the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriters, and all reasonable expenses incurred thereby Dealer believes it will be paid by the Underwritersunable to place Notes.

Delivery of and Payment for the Notes. The delivery Delivery of and payment for the Firm Notes (shall be made at the “Closing”) shall take place offices of Xxxxxxx Xxxxxxx & Xxxxxxxx at 8:00 a.m.000 Xxxxxxxxx Xxxxxx, California Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on the closing [third][fourth] full business day following the date set forth in the Confirmation of Pricing this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the "First Delivery Date." On the First Delivery Date, the Company shall deliver or cause to be delivered the Firm Notes to the Representatives for the account of each Underwriter through the facilities of The Depository Trust Company against payment to or upon the order of the Company of the purchase price by certified or official bank check or checks payable in immediately available (same-day) funds. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. At any time on or before the thirtieth day after the date as of this Agreement the option granted in Section 2 may be mutually agreeable exercised by written notice being given to the DistrictCompany by the Representatives. Such notice shall set forth the aggregate principal amount of Option Notes as to which the option is being exercised, the Authority names in which the Option Notes are to be registered, the denominations in which the Option Notes are to be issued and the Underwritersdate and time, as determined by the Representatives, when the Option Notes are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. The date and time the Option Notes are delivered are sometimes referred to as the "Second Delivery Date" and the First Delivery Date and the Second Delivery Date are sometimes each referred to as a "Delivery Date"). Delivery of and payment for the Option Notes shall be made at the Los Angeles offices place specified in the first sentence of Norton Xxxx Xxxxxxxxx US LLP the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the DistrictRepresentatives and the Company) at 10:00 A.M., New York City time, on the Second Delivery Date. On the Second Delivery Date, the Authority and the Underwriters Company shall mutually agree upon. At the Closing, the District shall deliver or cause the Notes to be delivered the Option Notes to the Authority, duly executed and authenticated, together with Representatives for the other documents hereinafter mentioned, and account of each Underwriter through the proceeds facilities of The Depository Trust Company against payment to or upon the order of the Company of the purchase price by certified or official bank check or checks payable in immediately available (same-day) funds. Time shall be of the Notes set forth in essence, and delivery at the Confirmation of Pricing shall be deposited (i) in an amount indicated in the Confirmation of Pricing as the Deposit time and place specified pursuant to the Proceeds Account this Agreement is a further condition of the District (and attributed to the Notes) held by the Trustee under the Indenture, and (ii) the remainder in the account (attributed to the Notes) in the Costs obligation of Issuance Fund attributed to the Series of Authority Notes held by the Trustee under the Indenture. The District’s Notes shall be made available to the Authority for inspection at least 24 hours prior to Closing. [FOR NON STATE-CREDIT ISSUERS] If at any time prior to 25 days after the Closing Date, any event occurs as a result of which information relating to the District included in the official statement of the Authority relating to the Series of Authority Notes (the “Official Statement”) contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the District shall promptly notify the Authority and the Underwriters thereof, and if, in the opinion of the Authority or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will cooperate with the Authority and the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriters, and all reasonable expenses incurred thereby will be paid by the Underwriterseach Underwriter hereunder.

Delivery of and Payment for the Notes. The delivery Delivery of and payment for the Firm Notes (the “Closing”) shall take place be made at 8:00 a.m.10:00 A.M., California New York City time, on the closing fourth full business day following the date set forth in the Confirmation of Pricing this Agreement or at such other date or place as shall be determined by agreement between the Representatives and the Company. This date and time are sometimes referred to as the “Initial Delivery Date.” Delivery of the Firm Notes shall be made to the Representatives for the account of each Initial Purchaser against payment by the several Initial Purchasers through the Representatives of the respective aggregate purchase prices of the Firm Notes being sold by the Company to or date as upon the order of the Company by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Initial Purchaser hereunder. The Company shall deliver the Firm Notes through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The option granted in Section 2 may be mutually agreeable exercised in whole or from time to time in part by written notice being given to the DistrictCompany by the Representatives not later than 30 days after the date of this Agreement. Such notice shall set forth the aggregate principal amount of Option Notes as to which the option is being exercised, the Authority names in which the principal amount of Option Notes are to be registered, the denominations in which the principal amount of Option Notes are to be issued and the Underwritersdate and time, as determined by the Representatives, when the principal amount of Option Notes are to be delivered; provided, however, that this date and time shall not be earlier than the Initial Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. Each date and time the principal amount of Option Notes are delivered is sometimes referred to as an “Option Notes Delivery Date,” and the Initial Delivery Date and any Option Notes Delivery Date are sometimes each referred to as a “Delivery Date.” Delivery of the Option Notes by the Company and payment for the Option Notes by the several Initial Purchasers through the Representatives shall be made at 10:00 A.M., New York City time, on the Los Angeles offices of Norton Xxxx Xxxxxxxxx US LLP date specified in the corresponding notice described in the preceding paragraph or at such other date or place as shall be determined by agreement between the DistrictRepresentatives and the Company. On the Option Notes Delivery Date, the Authority and the Underwriters Company shall mutually agree upon. At the Closing, the District shall deliver or cause the Notes to be delivered the Option Notes to the Authority, duly executed and authenticated, together with Representatives for the other documents hereinafter mentioned, and account of each Initial Purchaser against payment by the proceeds several Initial Purchasers through the Representatives of the respective aggregate purchase prices of the Option Notes being sold by the Company to or upon the order of the Company of the purchase price by wire transfer in immediately available funds to the accounts specified by the Company. Time shall be of the Notes set forth in essence, and delivery at the Confirmation of Pricing shall be deposited (i) in an amount indicated in the Confirmation of Pricing as the Deposit time and place specified pursuant to the Proceeds Account this Agreement is a further condition of the District (and attributed to the Notes) held by the Trustee under the Indenture, and (ii) the remainder in the account (attributed to the Notes) in the Costs obligation of Issuance Fund attributed to the Series of Authority Notes held by the Trustee under the Indentureeach Initial Purchaser hereunder. The District’s Company shall deliver the Option Notes through the facilities of DTC unless the Representatives shall be made available to the Authority for inspection at least 24 hours prior to Closing. [FOR NON STATE-CREDIT ISSUERS] If at any time prior to 25 days after the Closing Date, any event occurs as a result of which information relating to the District included in the official statement of the Authority relating to the Series of Authority Notes (the “Official Statement”) contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein in light of the circumstances under which they were made, not misleading, the District shall promptly notify the Authority and the Underwriters thereof, and if, in the opinion of the Authority or the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the District will cooperate with the Authority and the Underwriters in the preparation of an amendment or supplement to the Official Statement in a form and in a manner approved by the Authority and the Underwriters, and all reasonable expenses incurred thereby will be paid by the Underwritersotherwise instruct.