Delivery of the Bonds. (a) Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver the Bonds to the Trustee and the Trustee shall authenticate the Bonds and deliver them in accordance with the directions of the Issuer and the provisions of this Section 2.08.
(b) Prior to or simultaneously with the delivery by the Trustee of any of the Bonds, there shall be filed with the Trustee at least:
1. Original, executed counterparts of the Agreement, this Indenture, the Security Documents, the Collateral Agency Agreement and the Intercreditor Agreement.
2. A certificate executed by an Authorized Representative of the Company with respect to the due authorization, execution and delivery of the Agreement.
3. A copy, duly certified by an Authorized Representative of the Issuer, of the Bond Resolution.
4. An Opinion of Counsel for the Company stating that, in the opinion of such counsel, the Agreement has been duly authorized, executed and delivered by the Company and is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except to the extent certain bankruptcy and insolvency laws and equitable principles may affect its enforceability.
5. An Opinion of Counsel for the Issuer stating in the opinion of such counsel (i) that the Agreement and this Indenture have been duly authorized, executed and delivered by the Issuer, (ii) that the Agreement and this Indenture are legal, valid and binding obligations of the Issuer enforceable against the Issuer in accordance with their respective terms, except to the extent certain bankruptcy or insolvency laws and equitable principles may affect their enforceability, and (iii) that this Indenture creates all the Liens which it purports to create.
6. An opinion of Bond Counsel as to the due existence and authority of the Issuer; the valid issuance of the Bonds under the Bond Resolution and the Act; the exemption from registration of the Bonds under the Securities Act; the exemption from qualification of the Indenture under the Trust Indenture Act of 1939, as amended; and the tax-exempt status of the Qualified Stated Interest or Original Issue Discount on the Bonds under the Code and under the laws of the State.
7. An authorization to the Trustee, signed by an Authorized Representative of the Issuer, to authenticate and deliver the Bonds in accordance with such authorization.
8. Assignment Agreement, in form and substance reasonably satisfactory to the Trustee, ass...
Delivery of the Bonds. Upon or at any time after the execution and delivery of this Indenture, the Issuer shall execute and deliver to the Trustee and the Trustee shall authenticate the Bonds and deliver them to the applicable Initial Purchaser as directed by the Issuer as hereinafter in this Section provided. Prior to the delivery by the Trustee of any of the Bonds there shall be filed with the Trustee:
(1) A copy of the Resolution, duly certified by the Clerk or Deputy Clerk of the Issuer, authorizing issuance of such Bonds.
(2) Original executed counterparts of the Agreement, this Indenture, the Tax Certificate and the Initial Financial Guaranty Insurance Policy.
(3) A request and authorization to the Trustee on behalf of the Issuer, signed by the Chairman and the Clerk or Deputy Clerk of the Issuer and acknowledged by the Borrower, to authenticate and deliver the Bonds pursuant to Section 2.14 hereof, registered in the names and in the Authorized Denominations specified to the Trustee by the applicable Initial Purchaser, upon payment by such Initial Purchaser to the Trustee of the sum specified in such request and authorization for deposit in the Construction Fund and Costs of Issuance Fund, plus accrued interest, if any, on the Bonds to the date of delivery.
Delivery of the Bonds. At 10:00 a.m., Austin, Texas time, on February , 2022 or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Issuer and the Underwriters (the “Closing Date”), the Issuer will deliver or cause to be delivered to the Trustee, as agent for The Depository Trust Company, New York, New York (“DTC”), for the account of RBCCM, as the Representative of the Underwriters, or at such other place as may be designated by the Representative, the Bonds in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the purchase price thereof as set forth in Paragraph 1 hereof in federal or other immediately available funds to or upon the order of the Issuer or to the Trustee for the account of the Issuer (the “Closing”). The Bonds shall be registered in the name of Cede & Co., as nominee and registered owner for DTC. Electronic copies of the Bonds and closing documents will be made available for inspection by the Underwriters at least one (1) business day prior to the Closing.
Delivery of the Bonds. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters through the facilities of the Depositary one or more certificates for the Bonds at the Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificate for the Bonds shall be a definitive global certificate in book-entry form for clearance through the Depositary. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
Delivery of the Bonds. The Bonds shall be executed by the Authority substantially in the form prescribed by Section 16.01 and in the manner herein set forth and shall be deposited with the Trustee for authentication, but before the Bonds shall initially be delivered by the Trustee, there shall be filed with the Trustee the following:
(a) an order executed by an Authorized Officer directing the authentication and delivery of the Bonds to or upon the order of the Securities Depository or its nominee, upon payment to the Trustee of the purchase price therein set forth;
(b) a fully executed counterpart of this Indenture;
(c) a fully executed counterpart of the Participation Agreement;
(d) a fully executed counterpart of the Remarketing Agreement;
(e) the fully executed Initial Support Facility;
(f) a fully executed counterpart of the Bond Purchase Trust Agreement;
(g) the fully executed Note;
(h) a fully executed counterpart of the Tax Regulatory Agreement;
(i) an opinion of Counsel to the Company, addressed to the Underwriters (as defined in the Bond Purchase Agreement), with reliance letter addressed to the Authority, the Trustee and the Initial Support Facility Issuer, substantially to the effect, and dated as, required by Section 7(d)(6)(ii) of the Bond Purchase Agreement;
(j) opinion of counsel to the Initial Support Facility Issuer, addressed to the Initial Support Facility Issuer and the Company, which opinion authorizes the Underwriters (as defined in the Bond Purchase Agreement), the Authority, the Trustee, the Registrar and Paying Agent and the Rating Agencies to rely thereon as though such opinion were addressed to them, substantially to the effect required by Section 7(d)(6)(iv) of the Bond Purchase Agreement;
(k) Opinion of Bond Counsel to the Authority and the Trustee (i) as to the validity of the Bonds and (ii) that all conditions precedent to the issuance of the Bonds have been met. When the documents mentioned in clauses (a) to (k), inclusive, of this Section shall have been filed with the Trustee, and when the Bonds shall have been executed and authenticated as required by this Indenture, the Trustee shall deliver the Bonds to the Securities Depository, but only upon payment to the Trustee of the purchase price of the Bonds specified in said order.
Delivery of the Bonds. At 10:00 a.m., Austin, Texas time, on March , 2019 or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the Issuer and the Underwriters (the “Closing Date”), the Issuer will deliver or cause to be delivered to the Trustee, as agent for The Depository Trust Company, New York, New York (“DTC”), for the account of Jefferies, as the Representative of the Underwriters, or at such other place as may be designated by the Representative, the Bonds in definitive form, duly executed and authenticated, together with the other documents hereinafter mentioned; and the Underwriters will accept such delivery and pay the purchase price thereof as set forth in Paragraph 1 hereof in federal or other immediately available funds to or upon the order of the Issuer or to the Trustee for the account of the Issuer (the “Closing”). The Bonds shall be registered in the name of Cede & Co., as nominee and registered owner for DTC. The Bonds and closing documents will be made available for inspection by the Underwriters at the offices of Bracewell LLP, Austin, Texas, or at such other place as may be designated by an Authorized Representative of the Issuer and the Representative, at least one (1) business day prior to the Closing. Jefferies, as the Representative, has delivered to the Issuer its corporate good-faith check payable to the order of the Issuer in the amount of $ (the “Good-Faith Check”). In the event the Issuer does not accept this offer, the Good-Faith Check shall be promptly returned to Jefferies. Upon the Issuer’s acceptance and countersignature of this offer, the Good-Faith Check
(a) shall not be cashed or negotiated, but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriters of their obligations, subject to the terms and conditions herein set forth, to purchase and accept delivery of the Bonds at the Closing and (b) shall be applied and disposed of by the Issuer solely as provided in this Purchase Agreement. In the event of the Underwriters’ compliance with such obligation to purchase and accept delivery of the Bonds at the Closing, the Good-Faith Check shall be returned to Jefferies at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement, or if the obligations of the Underwriters shall be ter...
Delivery of the Bonds. The Issuer shall make arrangements satisfactory to the Joint Bookrunners to ensure that the Global Bond and any Definitive Bonds are delivered to the CMU Lodging Agent for authentication in the form required by, and otherwise in accordance with, the Trust Deed and the Agency Agreement and shall co-operate with the Joint Bookrunners to procure clearance of the Bonds through the CMU.
Delivery of the Bonds. Upon the execution and delivery of this Indenture, the Issuer shall execute and deliver the Bonds (including a number of additional Bonds to be retained by the Trustee for authentication and delivery upon transfer or exchange of any Bond) to the Trustee, and the Trustee shall authenticate and deliver the Bonds to the purchasers thereof against payment of the purchase price therefor, plus accrued interest to the day preceding the date of delivery, upon receipt by the Trustee of the following:
(A) a certified copy of the Resolution;
(B) the executed original Letter of Credit;
(C) executed counterparts of the Indenture and the other Financing Documents;
(D) a request and authorization to the Trustee on behalf of the Issuer signed by an Authorized Representative of the Issuer to deliver the Bonds to the purchasers thereof upon payment to the Trustee for the account of the Issuer of the purchase price therefor;
(E) signed copies of the opinions of counsel to the Issuer, the Company and the Bank, and of Bond Counsel, as required by the Bond Purchase Agreement;
(F) the certificates and policies, if available, of the insurance required by the Installment Sale Agreement;
(G) a current survey of the Land certified to the Issuer and the Trustee;
(H) proof of compliance with the State Environmental Quality Review Act;
(I) evidence that the Project Facility is not an area of special flood hazards, or a certificate and a policy, if available, of the insurance required by Section 6.3(D) of the Installment Sale Agreement; and
(J) such other documents as the Trustee, the Bank or Bond Counsel may reasonably require.
Delivery of the Bonds. 2.2.1 Seller 1 shall deliver to Purchaser the Seller 1 Bonds on the Closing Date in accordance with Section 5.
2.2.2 Seller 2 shall deliver to Purchaser the Seller 2 Bonds on the Closing Date in accordance with Section 5.
Delivery of the Bonds. DESIGNATION OF THE BONDS AS BOOK-ENTRY BONDS; APPOINTMENT OF INITIAL SECURITIES DEPOSITORY FOR THE BONDS.
(a) The Bonds are hereby authorized to be and shall be issued initially, subject to the provisions of this Indenture, as Book-Entry Bonds within the meaning of and subject to Section 2.13 hereof.
(b) DTC is hereby appointed as the initial Securities Depository for the Bonds.
(c) The Bonds of each Series (including any Bond issued on a Tax-Exempt Conversion Date) shall be initially issued in the form of a separate single, fully registered Bond in the aggregate principal amount thereof. So long as DTC serves as Securities Depository for
