Common use of Disclosure and Due Diligence Clause in Contracts

Disclosure and Due Diligence. (a) The Issuer will prepare and provide the Placement Agent with a term sheet and/or other documents, including Issuer financial statements and typical information provided within Issuer bond official statements (the “Information Package”) together with the Resolution and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the Issuer acknowledges and agrees that it is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does not assume any responsibility therefor. (b) The Issuer will make available to each Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) (whose opinions and letters of negative assurance each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefor; it being understood that the Purchasers and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives without assuming any responsibility for independent investigation or verification thereof. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers either (1) because of the Issuer’s failure to comply with subparagraph (a) or (b) of this Paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasers, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer any monies advanced by the Issuer to the Placement Agent. In such event the amounts due to the Placement Agent under Paragraph 2(a)(2) above shall be immediately due and payable.

Disclosure and Due Diligence. (a) The Issuer and the Borrower will prepare and provide the Placement Agent with a [SELECT EITHER (A): private placement memorandum (the “Placement Memorandum”) or (B) term sheet and/or other documentsdocuments including [describe materials provided (e.g., including Issuer financial statements financials, budgets, estimated debt service requirements and typical information provided within Issuer bond official statements coverage, , and underlying credit ratings), (the “Information Package”) )] together with the Resolution draft [Resolution] and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the Materials”).1 The Issuer acknowledges and agrees that it [has prepared and] is solely responsible for the completeness, truth, and accuracy of the information regarding the Issuer in the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the information regarding the Issuer in the Placement and that the Placement Agent does not assume any responsibility therefor. (b) . The Borrower acknowledges and agrees that it [has prepared and] is solely responsible for the completeness, truth, and accuracy of the information regarding the Borrower in the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Borrower to the Placement Agent for use in connection with the information regarding the Borrower in the Placement and that the Placement Agent does not assume any responsibility therefor. The Issuer will and the Borrower each will: make available to each Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) Counsel [and counsels to the Issuer and the Borrower] (whose opinions [and letters of negative assurance assurance] each shall receive and upon which they may rely) concerning the Issuer, the Borrower, the Bonds, and the security therefor; it being understood that the Purchasers and the Placement Agent will rely solely upon such information supplied by the Issuer and its the Borrower and their respective representatives [without assuming any responsibility for independent investigation or verification thereof. (c) ]. In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers either (1) because of the either the Issuer’s or the Borrower’s failure to comply with subparagraph paragraph (a) or (b) of this Paragraph paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer or the Borrower that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasers, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer Borrower any monies advanced by the Issuer Borrower to the Placement Agent. [In such event the amounts due to the Placement Agent under Paragraph 2(a)(22(a)(3) above shall be immediately due and payable].

Disclosure and Due Diligence. (a) The Issuer will prepare and provide its special tax consultant have provided the Placement Agent with a term sheet and/or other documents, certain documents and information including Issuer financial statements and typical information provided within Issuer bond official statements (the “Information Package”) together with the Resolution and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the Issuer acknowledges and agrees that it is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does not assume any responsibility therefor.relating to (b) The Issuer will make available to each the Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each the Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) Counsel and counsel to the Issuer (whose opinions and letters of negative assurance each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefor; it being understood that the Purchasers Purchaser and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives without assuming any responsibility for independent investigation or verification thereof. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers the Purchaser either (1) because of the Issuer’s failure to comply with subparagraph paragraph (a) or (b) of this Paragraph paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasersthe Purchaser, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer any monies advanced by the Issuer to the Placement Agent. In such event the amounts due to the Placement Agent under Paragraph 2(a)(2) above shall be immediately due and payable.

Disclosure and Due Diligence. (a) The Issuer will prepare review and provide approve the Placement Agent with a term sheet and/or other documentsand will authorize the preparation of relevant information including historical assessed value data, including Issuer financial statements Special Tax collections information, number and typical information provided within Issuer bond official statements type of units, etc., (the “Information Package”) together with the Resolution draft Fiscal Agent Agreements and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the The Issuer acknowledges and agrees that it is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does not assume any responsibility therefor. (b) The Issuer will make available to each Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) Counsel and the City Attorney (whose opinions [and letters of negative assurance assurance] each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefortherefore; it being understood that the Purchasers and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives without assuming any responsibility for independent investigation or verification thereof. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers either (1) because of the Issuer’s failure to comply with subparagraph paragraph (a) or (b) of this Paragraph paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer or the Bonds that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasers, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer any monies advanced by the Issuer to the Placement Agent. In such event the amounts due to the Placement Agent under Paragraph 2(a)(2) above shall be immediately due and payable.

Disclosure and Due Diligence. (a) The Issuer will prepare and provide the Placement Agent with a term sheet and/or other documents, including Issuer financial statements financials, budgets and typical information provided within Issuer bond official statements estimated debt service requirements and historical property tax collections (the “Information Package”) ), together with the Resolution draft Ordinance and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the The Issuer acknowledges and agrees that it is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each the Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does do not assume any responsibility therefor. (b) The Issuer will make available to each the Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems deem appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each the Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) Counsel and counsel to the Issuer (whose opinions and letters of negative assurance each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefor; it being understood that the Purchasers Purchaser and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives without assuming any responsibility for independent investigation or verification thereof. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers the Purchaser either (1) because of the Issuer’s failure to comply with subparagraph paragraph (a) or (b) of this Paragraph paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasersthe Purchaser, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer any monies advanced by the Issuer to the Placement Agent. In such event the amounts due to the Placement Agent under Paragraph 2(a)(2) above shall be immediately due and payable.

Disclosure and Due Diligence. (a) The Issuer will prepare and provide the Placement Agent with a [SELECT EITHER (A): private placement memorandum (the “Placement Memorandum”) or (B) term sheet and/or other documentsdocuments including [describe materials provided (e.g., including financials, budgets, estimated debt service requirements and coverage, historical sales tax collections by industry classification, Issuer financial statements demographic information, and typical information provided within Issuer bond official statements underlying credit ratings), (the “Information Package”) )] together with the Resolution draft [Resolution] and other legal documents to be used in connection with the Placement (together with all supplements, modifications, and additions thereto prior to the Closing Date, the “Placement Materials”). Though the Placement Agent may assist in assembling and word processing the Information Package, the Materials”).7 The Issuer acknowledges and agrees that it [has prepared and] is solely responsible for the completeness, truth, and accuracy of the Placement Materials and that the Placement Agent and each Purchaser may rely upon, as complete, true, and accurate, the Placement Materials and all information provided by the Issuer to the Placement Agent for use in connection with the Placement and that the Placement Agent does not assume any responsibility therefor. (b) The Issuer will make available to each Purchaser and the Placement Agent such documents and other information which the Purchaser or the Placement Agent reasonably deems appropriate, will provide access to its officers, directors, employees, accountants, counsel and other representatives, and will provide each Purchaser and the Placement Agent the opportunity to ask questions and receive answers from knowledgeable individuals, including Xxxx Xxxxxxxxx P.L.C. (“Bond Counsel”) Counsel [and counsel to the Issuer] (whose opinions [and letters of negative assurance assurance] each shall receive and upon which they may rely) concerning the Issuer, the Bonds, and the security therefor; it being understood that the Purchasers and the Placement Agent will rely solely upon such information supplied by the Issuer and its representatives [without assuming any responsibility for independent investigation or verification thereof]. (c) In the event that the Placement Agent is unable to complete “due diligence” in order to form a reasonable basis for recommending the Bonds to Purchasers either (1) because of the Issuer’s failure to comply with subparagraph paragraph (a) or (b) of this Paragraph paragraph or (2) because the Placement Agent uncovers “red flags” about the Issuer that cause the Placement Agent to be not satisfied that the Placement Agent can in good faith recommend the Bonds to Purchasers, the Placement Agent may terminate this Agreement without further obligation on the part of the Placement Agent to proceed with the Placement and without any obligation on the part of the Placement Agent to reimburse to the Issuer any monies advanced by the Issuer to the Placement Agent. [In such event the amounts due to the Placement Agent under Paragraph 2(a)(22(a)(3) above shall be immediately due and payable].