Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor. B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing. C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. D. The Underwriter confirms that: (1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter, (b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds. F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices Initial Offering Price (defined herein) to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Issuer will treat the first price at which 10% of each maturity series of the Bonds (the “10% test”) is sold to the public as the issue price of that maturitysuch Bonds. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it the Underwriter has sold to the public each maturity of the Bonds. If If, at that time time, the 10% test has not been satisfied as to any maturity either series of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the Underwriter has sold the unsold Bonds of that maturity series to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closingseries.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering priceInitial Offering Prices”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:.
(1d) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) (i) , to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided series or all Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale series have been sold to the public.
(2e) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Samples: Bond Purchase Agreement (Covanta Holding Corp), Bond Purchase Agreement (Covanta Holding Corp)
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Contract) and (ii) the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) a. the close of the fifth (5th) business day after the sale date; or
(2) b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution a selling group agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 2 contracts
Samples: Purchase Contract, Forward Delivery Purchase Contract
Establishment of Issue Price. A. DRAFT
a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before the third (3rd) business day prior to Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Financial Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, The City will treat the first price at which 10% of each maturity of the Bonds is sold to the public as of the sale date as the issue price of that maturity (the “10% test”). At or promptly after the execution of this Purchase Agreement, the maturitiesUnderwriter shall report to the City on Schedule A to the issue price certificate the first price at which the Underwriter has sold to the public each maturity of Bonds, if any, and shall identify to the City on Schedule A to the issue price certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-hold- the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public., if such sale occurs prior to the close of the fifth (5th) business day after the sale date. DRAFT
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
, to (a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiA) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
Underwriter and as set forth in the related pricing wires, (bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public public, and (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 2 contracts
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority, the City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Authority and the City under this section Section 3 to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority and the City by the Municipal Advisor City’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority and the City may be provided to the Community Facilities DistrictCity’s Municipal Advisormunicipal advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, (b) The Authority and the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority and the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority and the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify . The Authority and the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to City acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Authority and the City further acknowledges acknowledge that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-the- offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection 3. Further, for purposes of this sectionSection 3:
Appears in 2 contracts
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City and Bond Counsel (as defined herein) in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District City or Bond Counsel. For purposes of this SectionSection 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering priceInitial Offering Price”), or at the corresponding yield or yields, ) set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdHold-theThe-offeringOffering-price rulePrice Rule”). So long as the holdHold- The-theOffering-offering-price rule Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii2) to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter,;
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), ; and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-the- offeringThe-price ruleOffering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rule Price Rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Successor Agency in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Successor Agency on the Closing Date an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, certificate substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Successor Agency and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Successor Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds10% test). If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Successor Agency or to the Successor Agency’s municipal advisor the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingPublic.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Successor Agency acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-the- offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection 3. Further, for purposes of this sectionSection 3:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Refunding Bonds may be taken on behalf of the Community Facilities District by the District’s municipal advisor, KNN Public Finance (the “Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Refunding Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Refunding Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Refunding Bonds, unless the hold-the-offering price rule (described below) applies, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Refunding Bonds of that maturity to the public. That Unless the hold-the-offering-price rule (described below) applies, that reporting obligation shall continue, whether or not the date of Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% test has been satisfied as to the Refunding Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond CounselCounsel (as defined herein). For purposes of this Section, if Refunding Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Refunding Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) unless the hold-the-offering price rule applies to a maturity, any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(ai) (iA) to report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bii) to promptly notify the Underwriter of any sales of Refunding Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below), and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Refunding Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering price rule applies to a maturity, report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Refunding Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Refunding Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Refunding Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Refunding Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Refunding Bonds to any person that is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District and Bond Counsel (as defined herein) in establishing the issue price of the Series 2021A Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate(as defined herein) the Underwriter’s Receipt for Bonds and Closing Certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Series 2021A Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Series 2021A Bonds. If at that time the 10% test Test has not been satisfied as to any maturity of the Series 2021A Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Series 2021A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either
(i) the Underwriter has sold all Series 2021A Bonds of that maturity or (ii) the 10% test Test has been satisfied as to the Series 2021A Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Series 2021A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2021A Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Series 2021A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering priceInitial Offering Price”), or at the corresponding yield or yields, ) set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2021A Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdHold-theThe-offeringOffering-price rulePrice Rule”). So long as the holdHold-theThe-offeringOffering-price rule Price Rule remains applicable to any maturity of the Series 2021A Bonds, the Underwriter will neither offer nor sell unsold Series 2021A Bonds of that maturity to any person at a price that is higher than the initial offering price Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2021A Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2021A Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-third party distribution agreement relating to the initial sale of the Series 2021A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third party distribution agreement, as applicable:
applicable (a) (iA)(i) to report the prices at which it sells to the public the unsold Series 2021A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Series 2021A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test Test has been satisfied as to the Series 2021A Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter,
, (bB) to promptly notify the Underwriter of any sales of Series 2021A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2021A Bonds to the public (each such term being used as defined below), and
and (cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Series 2021A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2021A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to to
(A) report the prices at which it sells to the public the unsold Series 2021A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Series 2021A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test Test has been satisfied as to the Series 2021A Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and and
(B) comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2021A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the holdHold-the- offeringThe-price ruleOffering-Price Rule, if applicable to the Series 2021A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Series 2021A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable to the Series 2021A Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rule Price Rule if applicable to the Series 2021A Bonds.
F. (f) The Underwriter acknowledges that sales of any Series 2021A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2021A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District the price or prices at which it the Underwriter has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it the Underwriter sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either
(i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the Underwriter represents that (A) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Contract) and (B) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-hold- the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i1) to report the prices at which it sells they sell to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii2) to comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any Any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (e) The District acknowledges that, in making the representations set forth in this Section, the Underwriter acknowledges that sales of any Bonds to any person that is will rely on (i) in the event a related party to an underwriter participating selling group has been created in connection with the initial sale of the Bonds to the public (public, the agreement of each such term being used as defined below) shall dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not constitute sales limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the public for purposes of this section. FurtherBonds, for purposes of this section:as set forth in a selling group agreement and the related pricing wires, and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit F, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District City and Co- Bond Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of test). Schedule I attached hereto sets forth the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, maturities of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity this Purchase Contract (the “hold-the-offering-price rule10% Test Maturities”). So long as ) and the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person prices at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least such 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Test Maturities to the public. The Underwriter will advise the Community Facilities District promptly after the close All of the fifth (5th) business day after the sale date whether it has sold maturities shown on Schedule I are 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the publicTest Maturities.
D. (c) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the UnderwriterRepresentative, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterRepresentative and as set forth in the related pricing wires,
(bB) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-third- party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to to
(A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative or the such underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter Representative or the such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter Representative or the underwriter or the dealer and as set forth in the related pricing wires.
E. (d) The Community Facilities District City acknowledges that, in making the representations set forth in this subsection, the Underwriter Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement to adhere to the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter no underwriter shall not be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Community Facilities District City at Closing (defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Xxxxxxxxx Xxxxxxx, LLP as bond counsel (“Bond Counsel (as defined hereinCounsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsCertificates. [All actions to be taken by the Community Facilities District City under this section to establish the issue price of the Bonds Certificates may be taken on behalf of the Community Facilities District City by the Municipal Advisor City’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Advisormunicipal advisor.]
B. (b) Except as otherwise set forth in Exhibit A attached the Schedule hereto, the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it has sold to the public each maturity of BondsCertificates. If at that time the 10% test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached the Schedule hereto, except as otherwise set forth therein. Exhibit A The Schedule hereto also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds Certificates for which the 10% test has not been satisfied and for which the Community Facilities District City and the Underwriter Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-hold- the-offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether City when it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Certificates of that maturity, provided maturity or all Certificates of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the BondsCertificates.
F. (e) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to make a bona fide public offering of all the Certificates at the initial public offering prices or yields to be set forth on the inside front cover of the Official Statement and in Exhibit C attached hereto. Subsequent to such initial public offering, and subject to the provisions of this Section 8, the Underwriter reserves the right to change such initial public offering prices or yields as it deems necessary in connection with the marketing of the Certificates. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter reserves the right to: (i) over-allot or effect transactions which stabilize or maintain the market price of the Certificates at levels above those that might otherwise prevail in the open market; and (ii) discontinue such stabilizing, if commenced, at any time without prior notice.
(a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit ED, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsCertificates. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds Certificates may be taken on behalf of the Community Facilities District by the Municipal Advisor District’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A C attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of BondsCertificates. If at that time the 10% test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees agree to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Special Counsel. For purposes of this Section, if Bonds Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingCertificates.
C. (c) The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A C attached hereto, except as otherwise set forth therein. Exhibit A C also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds Certificates for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Certificates to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the BondsCertificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the BondsCertificates, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the BondsCertificates.
F. (f) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter Underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, substantially in the form of Exhibit A attached hereto, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsObligations. [All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds Obligations may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.]
B. (b) [Except as otherwise for the maturities set forth in Exhibit A the Schedule attached hereto, ,] the Community Facilities District Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds Obligations (the “10% testTest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Obligation Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it the Underwriter has sold to the public each maturity of BondsObligations. [If at that time the 10% test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds Obligations of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) all Obligations of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds Obligations of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Underwriter, the Issuer or Bond Special Counsel. .] For purposes of this Section, if Bonds Obligations mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingObligations.
C. (c) The Underwriter confirms that it the Underwriter has offered the Bonds Obligations to the public on or before the date of this Obligation Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A the Schedule attached hereto, except as otherwise set forth therein. Exhibit A The Schedule attached hereto also sets forth, as of the date of this Obligation Purchase Agreement, the maturities, if any, of the Bonds Obligations for which the 10% test Test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsObligations, the Underwriter will neither offer nor sell unsold Bonds Obligations of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public. .] The Underwriter will advise the Community Facilities District Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public.
D. . [(c)][(d)] The Underwriter confirms that:
(1i) any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test Test has been satisfied as to the Bonds Obligations of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds Obligations that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Obligations to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Obligations to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds Obligations of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Obligation Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Borrower and the Authority in establishing the issue price of the Series 2023A Bonds and shall execute and deliver to the Community Facilities District at Borrower and the Authority on the Closing an “issue price” or similar certificateDate a certificate in the form of Exhibit D hereto, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority, and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2023A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached on Schedule I hereto, the Community Facilities District Borrower and the Authority will treat the first price at which 10% of each maturity of the Series 2023A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Borrower and the Authority, with a copy to the State Treasurer, the price or prices at which it the Underwriter has sold to the public each maturity of Series 2023A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2023A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Borrower and the Authority, with a copy to the State Treasurer, the prices at which it sells the unsold Series 2023A Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2023A Bonds of that maturity or until all Series 2023A Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Series 2023A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2023A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Borrower and the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Borrower and the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Series 2023A Bonds, the Underwriter will neither offer nor sell unsold Series 2023A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2023A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after Borrower and the close of Authority when the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Series 2023A Bonds to the public at a price that is no higher than the initial offering price to the public.
D. , if that occurs prior to the close of the fifth (5th) business day after the sale date. The Authority and the Borrower acknowledge that, in making the representation set forth in this Subsection, the Underwriter confirms that:
will rely on (1i) any in the event a selling group has been created in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wire(s), and (ii) in the event that the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wire(s). The Authority and the Borrower further acknowledge that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that each underwriter shall be liable for the failure of any thirddealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Series 2023A Bonds.
(d) The Underwriter confirms that any selling group agreement relating to the initial sale of the Series 2023A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Series 2023A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2023A Bonds of that maturity, provided maturity or all Series 2023A Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsectionSubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-the- offering-price rule if as applicable to the Series 2023A Bonds.
F. (e) The Underwriter acknowledges that sales the sale of any Series 2023A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering prices set forth in Schedule II attached hereto. The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, a certificate substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Xxxxx & Xxxxxx, L.L.P., as Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within or bifurcated portion of that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer and Bond Counsel the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before the third (3rd) business day prior to the Closing Date an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal AdvisorFinancial Advisor or to Bond Counsel.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all of the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, The City will treat the first price at which 10% of each maturity of the Bonds is sold to the public as of the sale date as the issue price of that maturity (the “10% test”). At or promptly after the execution of this Purchase Agreement, the maturities, if any, Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of the Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
Underwriter and as set forth in the related pricing wires, (bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public public, and (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A.
(a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAPPENDIX D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Xxxxxx Bond Counsel Xxxxxxxxx (as defined hereinUS) LLP, Raleigh, North Carolina (“Bond Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.Bonds.
B. (b) [Except as otherwise set forth in Exhibit A Schedule I attached hereto, ,] the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it the Underwriter has sold to the public each maturity of Bonds. [If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon on request of the Community Facilities District Underwriter, the City or Bond Counsel. .] For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold 2021 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter,Underwriter and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- dealer, the Underwriter shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-third- party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the such Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the such Underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering prices set forth in Schedule II attached hereto. The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, a certificate substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Xxxxx & Xxxxxx, L.L.P., as Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor, and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within or bifurcated portion of that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer and Bond Counsel the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and and
(ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Issuer and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth for the Hold-the-Price Maturities described in Exhibit A subsection (c) below and Appendix C attached hereto, ,] the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity test). Appendix C attached hereto sets forth the maturities of the Bonds for which the 10% test has been satisfied as of the date of this Purchase Agreement (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public prior public.
(c) [With respect to the Closing Date shall maturities of the Bonds that are not be a condition to Closing.
C. The Underwriter 10% Test Maturities, as described in Appendix C attached hereto (the “Hold-the-Price Maturities”), the Representative confirms that it has the Underwriters have offered such maturities of the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Appendix C attached hereto. The Issuer and the Representative, except as otherwise set forth therein. Exhibit A also sets forth, as on behalf of the date of this Purchase AgreementUnderwriters, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to the Hold-the-Price Maturities, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsHold-the-Price Maturities, the Underwriter Underwriters will neither offer nor sell unsold Bonds such maturity of that maturity the Hold-the-Price Maturities to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after Issuer when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The Issuer acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the- offering-price rule, as set forth in an agreement among underwriters and the related pricing wires,
(ii) in the event a selling group has been created in connection with the initial sale of Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold- the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and
(iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to Bonds.]
D. (d) The Underwriter Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and any third-party each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group group, and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:, to (A) report the prices at which it sells to the public the unsold Bonds of any maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to Bonds of that maturity or all Bonds of that maturity have been sold to the public, and (B) comply with the hold-the-offering-price rule, if and for so long as directed by the Representative and as set forth in the related pricing wires, and
(a2) any agreement among underwriters relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (iA) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify Representative or the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Community Facilities District City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsObligations. [All actions to be taken by the Community Facilities District City under this section to establish the issue price of the Bonds Obligations may be taken on behalf of the Community Facilities District City by the Municipal Advisor City’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Advisormunicipal advisor.]
B. (b) [Except as otherwise set forth in Exhibit A Schedule I attached hereto, ,] the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds Obligations (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it has sold to the public each maturity of BondsObligations. If at that time the 10% test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds Obligations of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds Obligations of that maturity or until all Bonds Obligations of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) [The Underwriter confirms that it has offered the Bonds Obligations to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds Obligations for which the 10% test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsObligations, the Underwriter will neither offer nor sell unsold Bonds Obligations of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether City when it has sold 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.]
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Obligations of that maturity, provided maturity or all Obligations of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Obligations to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Obligations to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-the- offering-price rule if as applicable to the BondsObligations.
F. (e) The Underwriter acknowledges that sales of any Bonds Obligations to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Obligation Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor District’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closingtest).
C. (c) The Underwriter Representative confirms that it has the Underwriters have offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth thereinfinal Official Statement. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter Representative, on behalf of the Underwriters, agree that (i) the Representative will retain all unsold Bonds of each maturity for which the 10% test has not been satisfied and not allocate any such Bonds to any other Underwriter and (ii) the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-offering price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Representative will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after or the close of District’s municipal advisor when the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to fifth (5th) business day after the publicsale date. The District acknowledges that, together with in making the related pricing wiresrepresentation set forth in this subsection, contains or the Representative will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) rely on (i) to report the prices at which it sells to the public the unsold Bonds agreement of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-hold- the-offering-price rule, if applicable, as set forth in each case if an agreement among underwriters and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (iii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter is a third-party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-the- offering-price rule, if applicable to the Bonds, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the each Underwriter shall not be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker- dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the requirements hold-the- offering-price rule, if applicable, in each case if and for establishing issue price so long as directed by the Representative and as set forth in the related pricing wires, and
(ii) any agreement among underwriters relating to the initial sale of the BondsBonds to the public, includingtogether with the related pricing wires, but not limited to, its contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule rule, if applicable to applicable, in each case if and for so long as directed by the BondsRepresentative or the Underwriter and as set forth in the related pricing wires.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which the first 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public the Bonds of each maturity of Bonds. If at that time sufficient to satisfy the 10% test Test. If as of the execution of this Purchase Agreement the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it subsequently sells the unsold Bonds of that maturity to the publicpublic until the 10% Test is satisfied. That In either case, if Xxxxx constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the Issuer the prices at which Bonds of such maturity are sold until the Underwriter sells 10% of the Bonds of such maturity at a single price. The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdHold-theThe-offeringOffering-price rulePrice Rule”). So long as the holdHold-theThe-offeringOffering-price rule Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. , if that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% test Test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. Underwriter. The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-the- offeringThe-price ruleOffering-Price Rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rule if Price Rule as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the District’s municipal advisor, Xxxx Advisors, a Division of Urban Futures, Inc. (the “Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond CounselCounsel (as defined herein). For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third- party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bii) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2e) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-offering- price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (f) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionSection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (g) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Department in establishing the issue price of the Series 2019 Bonds and shall execute and deliver to the Community Facilities District Department at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Department and Bond Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2019 Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Exhibit Appendix A attached hereto, ,] the Community Facilities District Department will treat the first price at which 10% of each maturity of the Series 2019 Bonds (the “10% test”) that is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity subject to the 10% test). Appendix A attached hereto sets forth the maturities of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in Series 2019 Bonds for which the 10% test has been satisfied as of the date of this Purchase AgreementAgreement (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public.
(c) [With respect to the maturities of the Series 2019 Bonds that are not 10% Test Maturities, as described in Schedule A (the “Hold-the-Price Maturities”), the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter Representative confirms that it has the Underwriters have offered the Series 2019 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Schedule A attached hereto, except as otherwise set forth therein. Exhibit A also sets forthThe Department and the Representative, as on behalf of the date of this Purchase AgreementUnderwriters, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to the Hold-the-Price Maturities, which will allow the Community Facilities District Department to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2019 Bonds, the Underwriter Underwriters will neither offer nor sell unsold Series 2019 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2019 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the UnderwriterRepresentative, and (ii) to comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter Representative of any sales of Series 2019 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2019 Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Series 2019 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2019 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative or such Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Department acknowledges that, in making the representations set forth in this subsectionParagraph, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019 Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2019 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Series 2019 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Series 2019 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Department further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019 Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Series 2019 Bonds.
F. (f) The Underwriter acknowledges Underwriters acknowledge that sales of any Series 2019 Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2019 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionParagraph 5. Further, for purposes of this sectionParagraph 5:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Issuer on the Closing Date (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Xxxxxxxxx Xxxxxxx, LLP (“Bond Counsel (as defined hereinCounsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Exhibit A Schedule [II] attached hereto, ,] the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Issuer or Bond Counsel. .] For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule [II] attached hereto, except as otherwise set forth therein. Exhibit A Schedule [II] also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the The close of the fifth (5th) business day after the sale date; or
(2) the The date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.]
D. (d) [The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(ai) (ia) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iib) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bii) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.]
E. (e) [The Community Facilities District Issuer acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.]
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) ), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) . the close of the fifth (5th) business day after the sale date; or
(2) . the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations representation set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Board in establishing the issue price of the Series 2021 Bonds and shall execute and deliver to the Community Facilities District Board at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Board and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021 Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Board will treat the first price at which 10% of each maturity of the Series 2021 Bonds (the “10% test”) is sold to the public as the issue price of that maturity. maturity as is established in the form of certificate attached hereto as Exhibit A. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Board the price or prices at which it has sold to the public each maturity of Series 2021 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2021 Bonds, the Underwriter agrees to promptly report to the Community Facilities District Board the prices at which it sells the unsold Series 2021 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Series 2021 Bonds of that maturity or (ii) the 10% test has been satisfied as to the Series 2021 Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Board or Bond Counsel. For purposes of this Section, if Series 2021 Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2021 Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Series 2021 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2021 Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Board and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Board to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2021 Bonds, the Underwriter will neither offer nor sell unsold Series 2021 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2021 Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Board promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2021 Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Series 2021 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Series 2021 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2021 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Series 2021 Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,;
(bB) to promptly notify the Underwriter of any sales of Series 2021 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2021 Bonds to the public (each such term being used as defined below), ; and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Series 2021 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2021 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2021 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series 2021 Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Board acknowledges thatthat the Underwriter, in making the representations confirmations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2021 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Series 2021 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Series 2021 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2021 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Board further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Series 2021 Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2021 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Supplemental Financing Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority by NHA Advisors, LLC (the “Municipal Advisor Advisor”) to the Authority and the City and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Schedule A to Exhibit A attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) ” is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule A to Exhibit A attached hereto, except as otherwise set forth therein. Schedule A to Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. .
(d) The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (e) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Enterprise in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Enterprise at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Enterprise and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Enterprise under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Enterprise by Xxxxxx, Xxxxxxxx & Company, Incorporated, Denver, Colorado (the “Municipal Advisor Advisor”) and any notice or report to be provided to the Community Facilities District Enterprise may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except for the maturities identified as otherwise set forth the “Hold-The-Offering-Price Maturities” in Exhibit A Schedule I attached hereto, ,] the Community Facilities District Enterprise represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test Test). [If, as of the date hereof, the 10% Test has not been satisfied as to any maturity of the BondsBonds for which the Enterprise has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Community Facilities District Enterprise the prices at which it sells the unsold Bonds of that maturity or maturities have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not continue until the Closing Date (as defined herein) has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to maturities or the public, provided Closing Date.]] [(c) The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District Enterprise and the Underwriter agree Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. .] [(c)][(d)] The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any third-each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, maturity and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-broker- dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, maturity and (B) comply with the hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriters and as set forth in the related pricing wires. The Enterprise acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Bonds, if and for so long as directed by the Underwriter or the dealer and as set forth in an agreement among underwriters and the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (iii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Enterprise further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. ] [(d)][(e)] The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All As applicable, all actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule II attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule II attached hereto, except as otherwise set forth therein. Exhibit A Schedule II also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-hold- the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.]
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has maturity have been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds sold to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority by the Municipal Advisor Authority’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities DistrictAuthority’s Municipal Advisormunicipal advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority by the Municipal Advisor Authority’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities DistrictAuthority’s Municipal Advisormunicipal advisor.]
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule if as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Tax-Exempt Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Xxxxxxxxx Xxxxxxx, LLP (“Bond Counsel (as defined hereinCounsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Tax-Exempt Bonds. All As applicable, all actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Tax-Exempt Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A the Schedule attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Tax-Exempt Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of Tax-Exempt Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Tax-Exempt Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Tax-Exempt Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined hereinsuch term is hereinafter defined) has occurred, until the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity or until all Tax-Exempt Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) [The Underwriter confirms that it has offered the Tax-Exempt Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth in Exhibit A the Schedule attached hereto, except as otherwise set forth therein. Exhibit A The Schedule also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Tax-Exempt Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “"hold-the-offering-price rule”"). So long as the hold-the-offering-offering- price rule remains applicable to any maturity of the Tax-Exempt Bonds, the Underwriter will neither offer nor sell unsold Tax-Exempt Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.]
D. (d) [(c)] The Underwriter confirms that:
(1) that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Tax-Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Tax-Exempt Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity, provided maturity or all Tax-Exempt Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Tax-Exempt Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Tax-Exempt Bonds.
F. (e) [(d)] The Underwriter acknowledges that sales of any Tax-Exempt Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (1) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Community Facilities District Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Special Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal AdvisorObligations.
B. (2) [Except as otherwise set forth in Exhibit A Schedule [II] attached hereto, ,] the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds Obligations (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of BondsObligations. [If at that time the 10% test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds Obligations of that maturity to the public. That reporting obligation obligat ion shall continue, whether or not the date of Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Obligations of that maturity or (ii) the 10% test has been satisfied as to the Bonds Obligations of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Issuer or Bond Special Counsel. .] For purposes of this Section, if Bonds Obligations mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingObligations.
C. (3) [The Underwriter confirms that it has offered the Bonds Obligations to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial init ia l offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule [II] attached hereto, except as otherwise set forth therein. Exhibit A Schedule [II] also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds Obligations for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsObligatio ns, the Underwriter will neither offer nor sell unsold Bonds Obligations of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1A) the close of the fifth (5th) business day after the sale date; or
(2B) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the initial offering price to the public.]
D. (4) [The Underwriter confirms that:
(1A) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds Obligatio ns to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third - party distribution agreement, as applicable:
(aI) (i) to report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds Obligations of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bII) to promptly notify the Underwriter of any sales of Bonds Obligations that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Obligations to the public (each such term being used as defined below), and
(cIII) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-broker- dealer is a sale to the public.]
(2B) any selling group agreement relating to the initial init ia l sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Obligations to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds Obligatio ns of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds Obligations of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals interva ls or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (5) [The Community Facilities District Issuer acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Obligations to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the BondsObligations, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the BondsObligations, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds Obligations to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the BondsObligations, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the BondsObligations, as set forth in the third-party distribution distribut ion agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-broker- dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the BondsObligatio ns, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the BondsObligations.]
F. (6) The Underwriter acknowledges that sales of any Bonds Obligations to any person that is a related party to an underwriter participating in the initial sale of the Bonds Obligations to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Obligation Purchase Contract
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Issuer on the Closing Date an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter Representative shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter Representative confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth thereinthe final Official Statement. Exhibit A Schedule II also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter Underwriters agree that (i) the Representative shall retain the unsold Bonds of each maturity for which the 10% test has not been satisfied and not allocate any such Bonds to any other Underwriter and (ii) the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Representative will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter Representative will advise the Community Facilities District Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has the Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter Representative confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:,
(a) (i1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated allotted to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the UnderwriterRepresentative, and and
(ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative, and
(b3) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below)public, and
(c4) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, broker-dealer the Underwriter Underwriters shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter Representative or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter Representative or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsectionSection 12, the Underwriter Underwriters will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (f) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Community Facilities District’s Municipal Advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) ), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and and
(Bii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:Underwriter,
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to Together with the other Underwriters participating in the Account, you shall assist the Community Facilities District us in establishing the issue price of the Bonds Securities, including providing such information and shall execute and deliver certifications regarding sales of the Securities (including sales to any person that is a “related party” to an “underwriter” participating in the initial sale of the Securities to the Community Facilities District at Closing an “issue price” or similar certificatepublic”, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with each such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (term being used as defined herein)below) as we may request from time to time. Unless otherwise notified by us, to accurately reflect, as applicable, you shall assume that the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees you agree to promptly report to the Community Facilities District us the prices at which it sells you sell the unsold Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Bonds Securities of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that the Underwriter’s that, your reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counselour request. For purposes of this Section, if Bonds Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsSecurities. For clarityWe shall notify you, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public one or more Pricing Wires at or prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as time of the date of this Purchase Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the Community Facilities District and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the “hold-the-offering-price rule”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which we have notified the Underwriter Underwriters that the Account has sold at least 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of You acknowledge that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may you shall be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and solely liable for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group your failure to comply with the requirements for establishing issue price of the Bondsthis Section VI, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its your agreement to comply with the hold-the-offering-price rule, if applicable to the BondsSecurities. Notwithstanding any provisions in the Purchase Contract relating to liability of the Account to the Issuer in connection with the establishment of issue price of the Securities, as set forth among the Underwriters participating in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Account, no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing establishment of the issue price of the BondsSecurities, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.Securities. In the event that the Account, or any one or more Underwriters participating in the Account, become liable or make any payment to the Issuer under the Purchase Contract as a result of the failure of any Underwriter, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its agreement regarding the establishment of the issue price of the Securities, the Underwriter that has failed to comply, or the Underwriter that is party to such third-party distribution agreement, shall indemnify the other Underwriters participating in the Account for any such liability or payment, in accordance with Section VIII.B of this Master Agreement. In the event that a selling group is created in connection with the initial sale of the Securities to the public, we agree that the Selling Group Agreement shall contain the agreement of each dealer who is a member of the selling group:
F. The Underwriter acknowledges (A) (i) to report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our request, and (ii) to comply with the hold- the-offering-price rule, if and for so long as directed by us and as set forth in the related Pricing Wires,
(B) to promptly notify us of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and
(C) that any third-party distribution agreement that is employed by such dealer in connection with the initial sale of the Securities to the public shall contain (a) the agreement of each broker-dealer who is a party to that third-party distribution agreement to (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or the dealer that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request by us or the dealer, (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or the dealer and as set forth in the related Pricing Wires, and (iii) promptly notify us or the dealer of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and (b) the acknowledgement that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. Each Selling Group Agreement also shall contain an acknowledgement by the dealer that, unless otherwise advised by the dealer, we shall assume that each order submitted by the dealer is a sale to the public. If you are a party to a third-party distribution agreement that is employed in connection with the initial sale of the Securities to the public, you agree that the third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement to:
(A) (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or you that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our or your request, and (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or you and as set forth in the related Pricing Wires, and
(B) promptly notify us or the underwriter that is party to the agreement of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below). Each third-party distribution agreement also shall contain an acknowledgement by the broker-dealer that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. If the hold-the-offering price rule shall be applicable to any maturity of the Securities, we shall advise the Underwriters participating in the Account in one or more Pricing Wires of:
(1) the maturity date and CUSIP number of that maturity; and
(2) the date and time when the 10% test has been satisfied for that maturity, if such date occurs sooner than the close of business on the fifth (5th) business day after the sale date. You acknowledge that sales of any Bonds Securities to any person that is a related party to an underwriter participating in the initial sale of the Bonds Securities to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. FurtherYou agree to promptly notify us of any sales of Securities by you (or by any participant in a third-party distribution network that you have established) that, to your knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public. You acknowledge that, unless otherwise advised by you, we shall assume that each order submitted by you (or by any participant in a third-party distribution network that you have established) is a sale to the public. You agree to provide to us, upon our request, a current listing of your related parties that could reasonably be expected to purchase Securities in primary offerings subject to this Agreement. You further agree to promptly notify us of any failure on your part, or, to your knowledge, on the part of any participant in a third-party distribution network that you have established, to comply with the requirements for establishing issue price of the Securities as set forth in this section. Unless otherwise advised by you, we shall assume that you, and each participant in a third-party distribution network that you have established, have complied with such requirements for establishing issue price of the Securities. For purposes of this section:
Appears in 1 contract
Samples: Master Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the [Tax-Exempt][Series 2024] Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the [Tax-Exempt] [Series 2024] Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the [Tax-Exempt] [Series 2024] Bonds may be taken on behalf of the Community Facilities District by the District’s municipal advisor, Xxxx Advisors, a Division of Urban Futures, Inc. (the “Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the [Tax-Exempt][Series 2024] Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of [Tax-Exempt][Series 2024] Bonds. If at that time the 10% test has not been satisfied as to any maturity of the [Tax-Exempt][Series 2024] Bonds, unless the hold-the-offering-price rule (described below) applies, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold [Tax-Exempt][Series 2024] Bonds of that maturity to the public. That Unless the hold-the-offering-price rule (described below) applies, that reporting obligation shall continue, whether or not the date of Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all [Tax-Exempt][Series 2024] Bonds of that maturity or (ii) the 10% test has been satisfied as to the [Tax-Exempt][Series 2024] Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond CounselCounsel (as defined herein). For purposes of this Section, if [Tax-Exempt][Series 2024] Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the [Tax-Exempt][Series 2024] Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the [Tax-Exempt][Series 2024] Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the [Tax-Exempt][Series 2024] Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and
(ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the [Tax-Exempt][Series 2024] Bonds, the Underwriter will neither offer nor sell unsold [Tax-Exempt][Series 2024] Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the [Tax-Exempt][Series 2024] Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the [Tax-Exempt][Series 2024] Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) unless the hold-the-offering-price rule applies to a maturity, any selling group agreement and any third-party distribution agreement relating to the initial sale of the [Tax-Exempt][Series 2024] Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(ai) (iA) to report the prices at which it sells to the public the unsold [Tax- Exempt][Series 2024] Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all [Tax-Exempt][Series 2024] Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the [Tax-Exempt][Series 2024] Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,;
(bii) to promptly notify the Underwriter of any sales of [Tax- Exempt][Series 2024] Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the [Tax- Exempt][Series 2024] Bonds to the public (each such term being used as defined below), ; and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the [Tax- Exempt][Series 2024] Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the [Tax-Exempt][Series 2024] Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering-price rule applies to a maturity, report the prices at which it sells to the public the unsold [Tax-Exempt][Series 2024] Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all [Tax-Exempt][Series 2024] Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the [Tax- Exempt][Series 2024] Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the [Tax-Exempt][Series 2024] Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the [Tax-Exempt][Series 2024] Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the [Tax-Exempt][Series 2024] Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the [Tax-Exempt][Series 2024] Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the [Tax- Exempt][Series 2024] Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the [Tax-Exempt][Series 2024] Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any [Tax-Exempt][Series 2024] Bonds to any person that is a related party to an underwriter participating in the initial sale of the [Tax- Exempt][Series 2024] Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to Together with the other Underwriters participating in the Account, you shall assist the Community Facilities District us in establishing the issue price of the Bonds Securities, including providing such information and shall execute and deliver certifications regarding sales of the Securities (including sales to any person that is a “related party” to an “underwriter” participating in the initial sale of the Securities to the Community Facilities District at Closing an “issue price” or similar certificatepublic”, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with each such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (term being used as defined herein)below) as we may request from time to time. Unless otherwise notified by us, to accurately reflect, as applicable, you shall assume that the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees you agree to promptly report to the Community Facilities District us the prices at which it sells you sell the unsold Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Bonds Securities of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that the Underwriter’s that, your reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counselour request. For purposes of this Section, if Bonds Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsSecurities. For clarityWe shall notify you, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public one or more Pricing Wires at or prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as time of the date of this Purchase Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the Community Facilities District and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the “hold-the-offering-price rule”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) : the close of the fifth (5th) business day after the sale date; or
(2) or the date on which we have notified the Underwriter Underwriters that the Account has sold at least 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of You acknowledge that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may you shall be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and solely liable for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group your failure to comply with the requirements for establishing issue price of the Bondsthis Section VI, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its your agreement to comply with the hold-the-offering-price rule, if applicable to the BondsSecurities. Notwithstanding any provisions in the Purchase Contract relating to liability of the Account to the Issuer in connection with the establishment of issue price of the Securities, as set forth among the Underwriters participating in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Account, no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing establishment of the issue price of the BondsSecurities, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.Securities. In the event that the Account, or any one or more Underwriters participating in the Account, become liable or make any payment to the Issuer under the Purchase Contract as a result of the failure of any Underwriter, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its agreement regarding the establishment of the issue price of the Securities, the Underwriter that has failed to comply, or the Underwriter that is party to such third-party distribution agreement, shall indemnify the other Underwriters participating in the Account for any such liability or payment, in accordance with Section VIII.B of this Master Agreement. In the event that a selling group is created in connection with the initial sale of the Securities to the public, we agree that the Selling Group Agreement shall contain the agreement of each dealer who is a member of the selling group:
F. The Underwriter acknowledges (A) (i) to report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our request, and (ii) to comply with the hold-the-offering-price rule, if and for so long as directed by us and as set forth in the related Pricing Wires,
(B) to promptly notify us of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and
(C) that any third-party distribution agreement that is employed by such dealer in connection with the initial sale of the Securities to the public shall contain (a) the agreement of each broker-dealer who is a party to that third-party distribution agreement to (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or the dealer that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request by us or the dealer, (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or the dealer and as set forth in the related Pricing Wires, and (iii) promptly notify us or the dealer of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and (b) the acknowledgement that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. Each Selling Group Agreement also shall contain an acknowledgement by the dealer that, unless otherwise advised by the dealer, we shall assume that each order submitted by the dealer is a sale to the public. If you are a party to a third-party distribution agreement that is employed in connection with the initial sale of the Securities to the public, you agree that the third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement to:
(A) (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or you that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our or your request, and (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or you and as set forth in the related Pricing Wires, and
(B) promptly notify us or the underwriter that is party to the agreement of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below). Each third-party distribution agreement also shall contain an acknowledgement by the broker-dealer that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. If the hold-the-offering price rule shall be applicable to any maturity of the Securities, we shall advise the Underwriters participating in the Account in one or more Pricing Wires of:
(1) the maturity date and CUSIP number of that maturity; and
(2) the date and time when the 10% test has been satisfied for that maturity, if such date occurs sooner than the close of business on the fifth (5th) business day after the sale date. You acknowledge that sales of any Bonds Securities to any person that is a related party to an underwriter participating in the initial sale of the Bonds Securities to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. FurtherYou agree to promptly notify us of any sales of Securities by you (or by any participant in a third-party distribution network that you have established) that, to your knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public. You acknowledge that, unless otherwise advised by you, we shall assume that each order submitted by you (or by any participant in a third-party distribution network that you have established) is a sale to the public. You agree to provide to us, upon our request, a current listing of your related parties that could reasonably be expected to purchase Securities in primary offerings subject to this Agreement. You further agree to promptly notify us of any failure on your part, or, to your knowledge, on the part of any participant in a third-party distribution network that you have established, to comply with the requirements for establishing issue price of the Securities as set forth in this section. Unless otherwise advised by you, we shall assume that you, and each participant in a third-party distribution network that you have established, have complied with such requirements for establishing issue price of the Securities. For purposes of this section:
Appears in 1 contract
Samples: Master Agreement
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) . the close of the fifth (5th) business day after the sale date; or
(2) . the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations representation set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Indenture
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District City will treat the first price or prices at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District City or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering priceInitial Offering Price”), or at the corresponding yield or yields, ) set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdHold-theThe-offeringOffering-price rulePrice Rule”). So long as the holdHold-theThe-offering-price rule Offering- Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Initial Offering Price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter,;
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), ; and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the holdHold-theThe- Offering-offering-price rulePrice Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-the- offeringThe-price ruleOffering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rule Price Rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds Notes and shall execute and deliver to the Community Facilities District Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wires wire(s) or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Issuer and Bond Counsel (as defined hereinhereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal AdvisorNotes.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Issuer will treat the first price at which 10% of each maturity of the Bonds Notes (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”test), or at the corresponding yield or yields, set forth in . Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also hereto sets forth, as of the date of this Purchase Agreement, the maturities, if any, maturities of the Bonds Notes for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-10% Test Maturities”) and the price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person or prices at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least such 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price Test Maturities to the public. The Underwriter will advise the Community Facilities District promptly after the close As shown on Exhibit A, all of the fifth (5th) business day after the sale date whether it has sold maturities are 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the publicTest Maturities.
D. (c) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any third-each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Bonds Notes of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test has been satisfied as to the Bonds Notes of that maturity, provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the UnderwriterRepresentative, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterRepresentative and as set forth in the related pricing wires,
(bB) to promptly notify the Underwriter Representative of any sales of Bonds Notes that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Notes to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the an underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Notes to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Notes of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Notes of that maturity allocated to it have been sold or it is notified by the Underwriter Representative or the such underwriter or dealer that the 10% test has been satisfied as to the Bonds Notes of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter Representative or the such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
E. (d) The Community Facilities District Issuer acknowledges that, in making the representations set forth in this subsectionSection, the Underwriter Representative will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group underwriter to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the BondsNotes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the BondsNotes, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Notes to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Notes, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the BondsNotes, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule rule, if applicable to the BondsNotes.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds Notes to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Note Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EC, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Exhibit A Schedule I attached hereto, ,] the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity test). Schedule I attached hereto sets forth the maturities of the Bonds for which the 10% test has been satisfied as of the date of this Purchase Contract (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public prior to the Closing Date shall not be a condition to Closingpublic.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public]. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third- party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and and
(ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) ), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-offering- price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and and
(Bii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:Underwriter,
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent equivale nt communications, substantially in the form attached hereto as Exhibit ESchedule B to Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxxxxxxx XxXxxxxx Xxxxx & Co., LLC, the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunic ipal advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public on the date of this Purchase Agreement as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter Underwriters shall report to the Community Facilities District the price or prices at which it has the Underwriters have sold to the public each maturity maturit y of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity maturit y have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided .
(c) The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial init ia l offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity maturit y of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) Underwriters confirm that any selling group agreement and any third-party distribution agreement relating to the initial init ia l sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer Underwriters that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. Underwriters. The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter Underwriters will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) either Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to make an initial public offering of all of the Certificates at the public offering prices (or yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter agrees to assist the Community Facilities District County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Community Facilities District County at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District County and Bond Counsel (as defined herein)Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsCertificates. All actions to be taken by the Community Facilities District County under this section Section to establish the issue price of the Bonds Certificates may be taken on behalf of the Community Facilities District County by the Municipal Advisor County’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District County may be provided to the Community Facilities DistrictCounty’s Municipal Advisor.
B. municipal advisor. Certain terms used in this Section are defined below. [Except as otherwise set forth in Exhibit A G attached hereto, ,] the Community Facilities District County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% testTest”) ), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District County the price or prices at which it has sold to the public each maturity of BondsCertificates. [If at that time the 10% test Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the Community Facilities District County the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test Test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A G attached hereto, except as otherwise set forth therein. Exhibit A G also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds Certificates for which the 10% test Test has not been satisfied and for which the Community Facilities District County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether County when it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public.
D. , if that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (a1) (i) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test Test has been satisfied as to the Bonds applicable Certificates of that maturity, provided maturity or all such Certificates of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District County acknowledges that, in making the representations representation set forth in this subsectionparagraph, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds Securities and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal AdvisorSecurities.
B. (b) Except as otherwise set forth in Exhibit A Schedule II attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of BondsSecurities. If at that time the 10% test has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds Securities of that maturity or until all Bonds Securities of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds Securities to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule II attached hereto, except as otherwise set forth therein. Exhibit A Schedule II also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds Securities for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-offering- price rule remains applicable to any maturity of the BondsSecurities, the Underwriter will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Securities to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds Securities of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Securities of that maturity, provided maturity or all Securities of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely is relying on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Securities to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Securities to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the BondsSecurities.
F. (e) The Underwriter acknowledges that sales of any Bonds Securities to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds Notes and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsNotes. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds Notes may be taken on behalf of the Community Facilities District by the District’s municipal advisor, Xxxx Xxxxx & Company (the “Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached heretoSection 2, the Community Facilities District will treat the first price (meaning single) at which 10% of each the final (and only) maturity of the Bonds Notes (the “10% test”) is sold to the public as the issue price of that maturitythe Notes. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold the Notes to the public each maturity of Bondspublic. If at that time the 10% test has not been satisfied as to any maturity of the BondsNotes, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity Notes to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity Notes or until all Bonds of that maturity Notes have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds Notes to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yieldsyield, set forth in Exhibit A attached heretoSection 2 hereof, except as otherwise set forth therein. Exhibit A Section 2 also sets forth, as of the date of this Purchase Agreement, the maturities, if any, Underwriter’s representation as to whether (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the Bonds for which day immediately following the day of execution of this Purchase Agreement) or (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity the Notes (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsNotes, the Underwriter will neither offer nor sell unsold Bonds of that maturity Notes to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Notes to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds Notes to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Notes to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated Notes allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided that Notes or all Notes have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Notes to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds Notes to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Note Purchase Contract
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations representation set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District City at Closing (as hereinafter defined) an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The City represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Sectionsection, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (c) The Underwriter confirms that:
(1i) any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,, and
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that (i) each order submitted by the dealer or broker-broker- dealer is a sale to the public.
public and (2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A1) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, dealer and (B2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (d) The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer and the Institution in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Issuer and the Institution on or before the Closing Date an “issue price” or similar certificate, certificate together with the supporting pricing wires or equivalent communications, communications substantially in the form attached hereto as Exhibit EB (the “Issue Price Certificate”), with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer, the Institution and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit Schedule A attached hereto, the Community Facilities District Issuer and the Institution will treat the first price at which 10% of each maturity (as defined in Exhibit B) of Bonds designated on Schedule A as subject to the Bonds 10% test is sold to the public (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after On the execution of this Purchase Agreementdate hereof, the Underwriter shall report to the Community Facilities District Issuer and Institution the price or prices at which it the Underwriter has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer and the Institution the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) all Bonds of that maturity have been sold, or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity; provided that, provided that the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Underwriter, the Issuer, or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement hereof at the respective offering price or prices (the “initial offering priceprices”), ) or at the corresponding yield or yields, yields set forth in Exhibit on Schedule A attached hereto, hereto except as otherwise set forth therein. Exhibit Schedule A also sets forth, as of the date of this Purchase Agreementhereof, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer, Institution and the Underwriter Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date hereof as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date hereof and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale datedate hereof; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Issuer, the Institution and Bond Counsel promptly after the close of the fifth (5th) business day after the sale date hereof whether it has sold 10% of that a maturity of the Bonds subject to the hold-the-offering-price rule to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any agreement among underwriters, any selling group agreement and any each third-party distribution agreement (to which the Underwriter is party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, agreement as applicable:
: (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each that maturity allocated allotted to it, it whether or not the Closing Date has occurred, occurred until either all Bonds of that each maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturitymaturity provided that, provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, ; and (ii) to comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
Underwriter and as set forth in the related pricing wires; (bB) to promptly notify the Underwriter of any sales of Bonds that, that to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
) and (cC) to acknowledge that, unless otherwise advised by the an underwriter, dealer or broker- dealer, the Underwriter shall assume that each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-broker- dealer that is a party to such third-party distribution agreement to agreement: (A) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the such Underwriter or dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the such Underwriter or dealer, ; and (B) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (iii) The Community Facilities District Issuer and Institution acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event that a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer and Institution further acknowledges acknowledge that for purposes of the undertakings set forth in this Section 15, each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds and that no Underwriter shall be liable for the failure of any Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter the Underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection 15. Further, for purposes of this sectionSection 15:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor District’s financial advisor, Xxxxxxxx, Xxxxxx & Associates, Inc. (the “Financial Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Financial Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to make an initial public offering of all of the Certificates at the public offering prices (or yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter agrees to assist the Community Facilities District County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Community Facilities District County at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District County and Bond Counsel (as defined herein)Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsCertificates. All actions to be taken by the Community Facilities District County under this section Section to establish the issue price of the Bonds Certificates may be taken on behalf of the Community Facilities District County by the Municipal Advisor County’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District County may be provided to the Community Facilities DistrictCounty’s Municipal Advisor.
B. municipal advisor. Certain terms used in this Section are defined below. [Except as otherwise set forth in Exhibit A G attached hereto, ,] the Community Facilities District County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% testTest”) ), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District County the price or prices at which it has sold to the public each maturity of BondsCertificates. [If at that time the 10% test Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the Community Facilities District County the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test Test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A G attached hereto, except as otherwise set forth therein. Exhibit A G also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds Certificates for which the 10% test Test has not been satisfied and for which the Community Facilities District County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District County to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether County when it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public.
D. , if that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (a1) (i) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test Test has been satisfied as to the Bonds applicable Certificates of that maturity, provided maturity or all such Certificates of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District County acknowledges that, in making the representations representation set forth in this subsectionparagraph, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. A. Notwithstanding any provision of this Purchase Contract to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply:
(a) The Underwriter Representative agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue priceprice certificate” or similar certificate, together with the supporting pricing wires wire(s) or equivalent communications, in a form substantially in similar to the form certificate attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule II attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter Representative shall report to the Community Facilities District Issuer the price or prices at which it the Representative has sold to the public each separate CUSIP Number within a maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly promptly, but no more than three business days, report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Representative to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter Representative confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also Schedule II sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter Representative agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Representative will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has Representative have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after Issuer when the close of the fifth (5th) business day after the sale date whether it has Representative have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation fifth business day after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. date. The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter Representative will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, wire(s); and (ii) in the event that the Representative is a third-party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party retail distribution agreement and the related pricing wireswire(s). The Community Facilities District Issuer further acknowledges that the Underwriter Representative shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that the Representative shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to comply the Bonds.
(d) The Representative confirms that any selling group agreement and each retail distribution agreement (to which the Representative are a party) relating to the initial sale of the Bonds to the public, together with the requirements for establishing issue price related pricing wire(s), contains or will contain language obligating the Representative, each dealer who is a member of the Bondsselling group, includingand each broker-dealer that is a party to such retail distribution agreement, but not limited toas applicable, its agreement to (i) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and (ii) comply with the hold-the-offering-price rule rule, if applicable to applicable, in each case if and for so long as directed by the Bonds.Representative and as set forth in the related pricing wire(s), and
F. (e) The Underwriter Representative acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Representative shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Contract
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Authority or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1A) the close of the fifth (5th) business day after the sale date; or
(2B) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to to
(A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-third- party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Successor Agency in establishing the issue price of the 2024A Bonds and shall execute and deliver to the Community Facilities District Successor Agency at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Successor Agency and Bond Counsel (as defined hereinhereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2024A Bonds. All actions to be taken by the Community Facilities District Successor Agency under this section to establish the issue price of the 2024A Bonds may be taken on behalf of the Community Facilities District Successor Agency by the Municipal Advisor Successor Agency’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Successor Agency may be provided to the Community Facilities DistrictSuccessor Agency’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A B attached hereto, the Community Facilities District Successor Agency will treat the first price at which 10% of each maturity of the 2024A Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Successor Agency the price or prices at which it has they have sold to the public each maturity of 2024A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the 2024A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Successor Agency the prices at which it sells they sell the unsold 2024A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all 2024A Bonds of that maturity or (ii) the 10% test has been satisfied as to the 2024A Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Successor Agency or Bond Counsel. For purposes of this SectionSection 3, if 2024A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the 2024A Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the 2024A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A B attached hereto, except as otherwise set forth therein. Exhibit A B also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the 2024A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Successor Agency and the Underwriter agree agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-offering- price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2024A Bonds, the Underwriter will neither offer nor sell unsold 2024A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2024A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether it has they have sold 10% of that maturity of the 2024A Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i1) to report the prices at which it sells they sell to the public the unsold 2024A Bonds of each maturity allocated to itthem, whether or not the Closing Date has occurred, until either all 2024A Bonds of that maturity allocated to it them have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the 2024A Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of 2024A Bonds that, to its their knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the 2024A Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2024A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold 2024A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all 2024A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the 2024A Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, dealer and (B) comply with the hold-hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Successor Agency acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2024A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the 2024A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the 2024A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2024A Bonds, as set forth in the third-third- party distribution agreement and the related pricing wires. The Community Facilities District Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the 2024A Bonds.
F. (f) The Underwriter acknowledges that sales of any 2024A Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2024A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Xxxxxxxxx Xxxxxxx, LLP (“Bond Counsel (as defined hereinCounsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All As applicable, all actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A the Schedule attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined hereinsuch term is hereinafter defined) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth in Exhibit A the Schedule attached hereto, except as otherwise set forth therein. Exhibit A The Schedule also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-"hold- the-offering-price rule”"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.]
D. (d) [(c)] The Underwriter confirms that:
(1) that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:to
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdhold- the-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-broker- dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) [(d)] The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees Underwriters agree to assist the Community Facilities District Successor Agency in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Successor Agency on the Closing Date an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, certificate substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Successor Agency and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Schedule 1 attached to Exhibit A attached hereto, B,] the Community Facilities District Successor Agency will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds10% test). If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees Underwriters agree to promptly report to the Community Facilities District Successor Agency or to the Successor Agency’s municipal advisor the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that Public. [Schedule [I] and subsection (c) shall apply only if the Underwriter’s reporting obligation after Underwriters agree to apply the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering hold-the-offering-price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forthrule, as of the date of this Purchase Agreement, described below.]
(c) Schedule 1 attached to Exhibit B sets forth the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Successor Agency and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Underwriters shall promptly advise the Community Facilities District promptly after Successor Agency or the close of the fifth (5th) business day after the sale date whether it has Successor Agency’s municipal advisor when they have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) Underwriters confirm that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. Underwriters. The Community Facilities District Successor Agency acknowledges that, in making the representations representation set forth in this subsection, the Underwriter Underwriters will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Successor Agency further acknowledges that the Underwriter Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-the- offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriters shall not constitute sales to the public for purposes of this sectionSection 3. Further, for purposes of this sectionSection 3:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Exhibit Schedule A attached hereto, to Exhibit B,] the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A on Schedule attached hereto, except as otherwise set forth therein. Exhibit A Schedule also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) , to (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i1) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii2) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to make a bona fide public offering of all the Bonds at the initial public offering prices or yields to be set forth on the inside cover page of the Official Statement and Appendix A hereto.
(a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Series A Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Series A Bonds may be taken on behalf of the Community Facilities District by the District’s Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Series A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Series A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Series A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series A Bonds of that maturity or until all Series A Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Series A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series A Bonds, the Underwriter will neither offer nor sell unsold Series A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (a1) (i) to report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series A Bonds of that maturity, provided maturity or all Series A Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (ii2) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Series A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2020A Bonds. All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Underwriter Advisor and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities District’s Municipal Advisor.
B. Underwriter. [Except as otherwise set forth in Exhibit Schedule A attached hereto, to Exhibit B,] the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Series 2020A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or until all Series 2020A Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in on Schedule ___ attached to Exhibit A attached heretoB, except as otherwise set forth therein. Exhibit A Schedule ___ also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2020A Bonds, the Underwriter will neither offer nor sell unsold Series 2020A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) : the close of the fifth (5th) business day after the sale date; or
(2) or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of confirms that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Series 2020A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) , to (i) to report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity, provided maturity or all Series 2020A Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i1) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii2) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Series 2020A Bonds.
F. . The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before the third (3rd) business day prior to Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B (the “Issue Price Certificate”), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Financial Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, The City will treat the first price at which 10% of each maturity of the Bonds is sold to the public as of the sale date as the issue price of that maturity (the “10% test”). At or promptly after the execution of this Purchase Agreement, the maturitiesUnderwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds, if any, and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. DRAFT The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
Underwriter and as set forth in the related pricing wires, (bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public public, and (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District City and County in establishing the issue price of the 2019A Bonds and the 2019B Bonds (collectively, the “Tax Exempt Bonds”) and shall execute and deliver to the Community Facilities District City and County at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit C, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District City and County and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2019B Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise for the maturities set forth in Exhibit Schedule A attached to Exhibit C hereto, ,] the Community Facilities District City and County represents that it will treat the first price at which 10% of each maturity of the Tax Exempt Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District 10% test). [If, as of the price or prices at which it has sold to the public each maturity of Bonds. If at that time date hereof, the 10% test has not been satisfied as to any maturity of the BondsTax Exempt Bonds for which the City and County has elected to utilize the 10% test, the Underwriter Representative agrees to promptly report to the Community Facilities District City and County the prices at which it sells the unsold Tax Exempt Bonds of that maturity or maturities have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not continue until the Closing Date (as defined herein) has occurred, until earlier of the date upon which the 10% test has been satisfied as to the Tax Exempt Bonds of that maturity or until all Bonds of that maturity have been sold to maturities or the public, provided Closing Date.].
(c) [The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Tax Exempt Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit the Official Statement. Schedule A attached hereto, except as otherwise set forth therein. to Exhibit A C hereto also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Tax Exempt Bonds for which the 10% test has not been satisfied and for which the Community Facilities District City and County and the Underwriter Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Tax Exempt Bonds, the Underwriter Underwriters will neither offer nor sell unsold Tax Exempt Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Tax Exempt Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter City and County acknowledges that, in making the representation set forth in this subsection, the Representative will advise rely on (i) the Community Facilities District promptly after agreement of each underwriter to comply with the close hold-the-offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Tax Exempt Bonds to the public at public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is no higher than a party to a retail distribution agreement that was employed in connection with the initial offering price sale of the Tax Exempt Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City and County further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Tax Exempt Bonds.]
D. (d) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any third-party each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Tax Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group group, and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Tax Exempt Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter Representative that either the 10% test has been satisfied as to the Tax Exempt Bonds of that maturitymaturity or all Tax Exempt Bonds of that maturity have been sold to the public and (B) comply with the hold- the-offering-price rule, provided that if applicable, in each case if and for so long as directed by the reporting obligation after Representative and as set forth in the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriterrelated pricing wires, and and
(ii) any agreement among underwriters relating to the initial sale of the Tax Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Tax Exempt Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Tax Exempt Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Tax Exempt Bonds of that maturity or all Tax Exempt Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify Representative or the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges Underwriters acknowledge that sales of any Tax Exempt Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Successor Agency in establishing the issue price of the 2017A Bonds and shall execute and deliver to the Community Facilities District at Successor Agency on the Closing Date an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, certificate substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Successor Agency and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2017A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Schedule 1 attached to Exhibit A attached hereto, B,] the Community Facilities District Successor Agency will treat the first price at which 10% of each maturity of the 2017A Bonds (the “10% test”” [see drafter’s note below]) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds10% test). If at that time the 10% test has not been satisfied as to any maturity of the 2017A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Successor Agency or to the Successor Agency’s municipal advisor the prices at which it sells the unsold 2017A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the 2017A Bonds of that maturity or until all 2017A Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closingsold.
C. The Underwriter confirms that it has offered the Bonds (c) Schedule 1 attached to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set Exhibit B sets forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the 2017A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2017A Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2017A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after Successor Agency or the close of the fifth (5th) business day after the sale date whether Successor Agency’s municipal advisor when it has sold 10% of that maturity of the 2017A Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
fifth (a5th) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation business day after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the publicdate.
(2d) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any 2017A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:Section
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificatecertificate substantially in the form attached hereto as Exhibit D, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity test). Exhibit A attached hereto sets forth the maturities of the Bonds for which the 10% test has been satisfied as of the date of this Purchase Contract (the “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the public prior to the Closing Date shall not be a condition to Closingpublic.
C. (c) The Underwriter confirms that it has offered the Bonds have been offered to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth thereinthe final official statement. Exhibit A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which as of the Community Facilities District date of this Purchase Contract (the “Held Maturities”). The Authority and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to the Held Maturities, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-offering- price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after Authority or the close of Authority’s municipal advisor when the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Authority acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Schedule A to Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it the Underwriter has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That Unless the hold-the-offering-price rule (described below) applies, that reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yieldsyield, set forth in Schedule A to Exhibit A attached hereto, except as otherwise set forth therein. Exhibit Schedule A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after Issuer when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) represents that it is not part of any selling group agreement and or any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2e) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Financial Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of At or promptly after the date execution of this Purchase Agreement, the maturitiesUnderwriter shall report to the City on Schedule I to the issue price certificate the first price at which the Underwriter has sold to the public at least 10% of each maturity of Bonds (the “10% test”), if any, and shall identify to the City on Schedule I to the issue price certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) i. the close of the fifth (5th) business day after the sale date; or
(2) ii. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) , to (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after public as set forth in the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, related pricing wires and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall be solely liable for establishing issue price of the Bonds, including, but not limited to, its agreement failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule if applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Special Counsel (as defined hereinhereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority by the Municipal Advisor Authority’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities DistrictAuthority’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit A B attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Authority or Bond Special Counsel. For purposes of this SectionSection 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A B attached hereto, except as otherwise set forth therein. Exhibit A B also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Financial Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of At or promptly after the date execution of this Purchase Agreement, the maturitiesUnderwriter shall report to the City on Schedule I to the issue price certificate the first price at which the Underwriter has sold to the public at least 10% of each maturity of Bonds (the “10% test”), if any, and shall identify to the City on Schedule I to the issue price certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) i. the close of the fifth (5th) business day after the sale date; or
(2) ii. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any third-third- party distribution agreement agreement, if applicable, relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) , to (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after public as set forth in the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, related pricing wires and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdhold- the-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-third- party distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule if applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (A) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All As applicable, all actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxx Advisors, a Division of Urban Futures, Inc., as the District’s municipal advisor (“Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (B) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, unless the hold-the-offering price rule (described below) applies, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That Unless the hold-the-offering price rule (described below) applies, that reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (C) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (D) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) unless the hold-the-offering price rule applies, to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering price rule applies, report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (E) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule rule, if applicable to the Bonds.
F. (F) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Co-Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s Co-Bond Counsel and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Co-Bond Counsel. The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. . The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Bank in establishing the issue price of the Series 2023 Bonds and shall execute and deliver to the Community Facilities District Bank at the Closing (as hereinafter defined) an “"issue price” " or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit ED, acceptable to Xxxxxx Snow LLP, Ridgeland, Mississippi ("Bond Counsel"), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, Underwriter and the Community Facilities District and Bond Counsel (as defined herein)Bank, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2023 Bonds. All actions to be taken by the Community Facilities District Bank under this section to establish the issue price of the Series 2023 Bonds may be taken on behalf of the Community Facilities District Bank by Government Consultants, Inc., Madison, Mississippi, its independent registered municipal advisor (the "Municipal Advisor Advisor") and any notice or report to be provided to the Community Facilities District Bank may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit Schedule A attached to Exhibit D hereto, the Community Facilities District Bank will treat the first price at which 10% of each maturity of the Series 2023 Bonds (the “"10% test”") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Bank the price or prices at which it has sold to the public each maturity of Series 2023 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2023 Bonds, the Underwriter agrees to promptly report to the Community Facilities District Bank the prices at which it sells the unsold Series 2023 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2023 Bonds of that maturity or until all Series 2023 Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Series 2023 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth in Exhibit Schedule A attached to Exhibit D hereto, except as otherwise set forth therein. Exhibit A D also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2023 Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Bank and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Bank to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “"hold-the-offering-price rule”"). So long as the hold-the-the- offering-price rule remains applicable to any maturity of the Series 2023 Bonds, the Underwriter will neither offer nor sell unsold Series 2023 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2023 Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after Bank when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The Bank acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Securities to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2023 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2023 Bonds.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Series 2023 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2023 Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Series 2023 Bonds of that maturity, provided maturity or all Series 2023 Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has maturity have been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds sold to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing closing of the transaction contemplated herein (the “Closing”) an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Issuer by the Municipal Advisor Issuer’s municipal advisor, PFM Financial Advisors LLC, and any notice or report to be provided to the Community Facilities District Issuer may be provided to the Community Facilities DistrictIssuer’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise for the maturities set forth in Exhibit A Schedule I attached hereto, ,] the Community Facilities District Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test Test). [If, as of the date hereof, the 10% Test has not been satisfied as to any maturity of the BondsBonds for which the Issuer has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity or maturities have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not continue until the Closing Date (as defined herein) has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to maturities or the public, provided Closing Date.]]
(c) [(c) The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. .]
(d) [(c)][(d)] The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and and
(ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating Representative and as set forth in the initial sale of the Bonds to the public (each such term being used as defined below)related pricing wires, and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, maturity and (B) comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter Representative or the dealer Underwriter and as set forth in the related pricing wires.
E. . The Community Facilities District Issuer acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the each Underwriter shall not be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (e) [(d)][(e)] The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Authority on the Closing Date an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:.
(1d) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) (i) agreement to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale maturity have been sold to the public.
(2e) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Tax-Exempt Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Tax- Exempt Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Tax-Exempt Bonds may be taken on behalf of the Community Facilities District by the District’s municipal advisor, Xxxxxxxx, Xxxxxx & Associates, Inc. (the “Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Tax-Exempt Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Tax- Exempt Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Tax- Exempt Bonds, unless the hold-the-offering-price rule (described below) applies to such maturity, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Tax-Exempt Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Tax-Exempt Bonds of that maturity or (ii) the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond CounselCounsel (as defined herein). For purposes of this Section, if Tax- Exempt Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Tax-Exempt Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Tax-Exempt Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Tax-Exempt Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Tax-Exempt Bonds, the Underwriter will neither offer nor sell unsold Tax-Exempt Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public. [The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day date after the sale date whether it has sold 10% of that maturity of the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public.]
D. (d) The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Tax-Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(ai) (iA) unless the hold-the-offering price rule applies to a maturity, to report the prices at which it sells to the public the unsold Tax-Exempt Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Tax-Exempt Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Tax- Exempt Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bii) to promptly notify the Underwriter of any sales of Tax-Exempt Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Tax-Exempt Bonds to the public (each such term being used as defined below), and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Tax-Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Tax-Exempt Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering-price rule applies to a maturity, report the prices at which it sells to the public the unsold Tax-Exempt Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Tax-Exempt Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Tax-Exempt Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Tax-Exempt Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Tax-Exempt Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Tax-Exempt Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Tax-Exempt Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Tax-Exempt Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Tax-Exempt Bonds to any person that is a related party to an underwriter participating in the initial sale of the Tax-Exempt Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Refunding Bonds may be taken on behalf of the Community Facilities District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price (meaning single) at which 10% of each maturity of the Refunding Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District the price or prices at which it the Underwriter has sold to the public each maturity of the Refunding Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it the Underwriter sells the unsold Refunding Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% test has been satisfied as to the Refunding Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if the Refunding Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Refunding Bonds for which the Underwriter represents that (A) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Contract) and (B) the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i1) to report the prices at which it sells they sell to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii2) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Refunding Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any Any selling group agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Refunding Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Refunding Bonds.
F. (e) The District acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Refunding Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Refunding Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Refunding Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Refunding Bonds, as set forth in the third-party distribution agreement and the related pricing wires.
(f) The Underwriter acknowledges that sales of any Refunding Bonds to any person that is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative agrees to assist the Community Facilities District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate[, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, Schedule B to Appendix C,] with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterUnderwriters, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Refunding Bonds may be taken on behalf of the Community Facilities District by Xxxx Advisors, a Division of Urban Futures, Inc., the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise set forth in Exhibit Appendix A attached hereto, ,] the Community Facilities District will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter Underwriters shall report to the Community Facilities District the price or prices at which it has the Underwriters have sold to the public each maturity of Refunding Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees Underwriters agree to promptly report to the Community Facilities District the prices at which it sells the unsold Refunding Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Refunding Bonds of that maturity or until all Refunding Bonds of that maturity have been sold to the public, provided .
(c) The Underwriters confirm that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit [Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Refunding Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-hold- the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter Underwriters will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Underwriters shall promptly advise the Community Facilities District promptly after when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) Underwriters confirm that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer Underwriters that either the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided maturity or all Refunding Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has maturity have been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds sold to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Authority by the Municipal Advisor Authority’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities DistrictAuthority’s Municipal Advisormunicipal advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds to the public, provided together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority further acknowledges that the Underwriter’s reporting obligation after Underwriter shall not be liable for the date failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated hold-the-offering-price rule as a separate maturity of applicable to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed immediately after the execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
fifth (a5th) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation business day after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the publicdate.
(2e) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Successor Agency in establishing the issue price of the Series A Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Successor Agency and Bond Special Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached heretoB, the Community Facilities District Successor Agency will treat the first price at which 10% of each maturity of the Series A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Successor Agency the price or prices at which it has sold to the public each maturity of Series A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Successor Agency the prices at which it sells the unsold Series A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as such term is defined herein) has occurred, until the 10% test has been satisfied as to the Series A Bonds of that maturity or until the Underwriter has sold all Series A Bonds of that maturity have been sold to the public, ; provided that the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase AgreementUnderwriter, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingSuccessor Agency or Special Counsel.
C. (c) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached heretoB, except as otherwise set forth therein. Exhibit A B also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Series A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Successor Agency to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series A Bonds, the Underwriter will neither offer nor sell unsold Series A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) . the close of the fifth (5th) business day after the sale date; or
(2) . the date on which the Underwriter has sold at least 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (i) The Underwriter confirms that:
(1) that any selling group agreement and any third-third- party distribution agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to:
(aA) (i) to report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either either: (I) all Series A Bonds of that maturity allocated to it have been sold sold; or (II) it is notified by the Underwriter that the 10% test has been satisfied as to the Series A Bonds of that maturity; provided that, provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and ;
(iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,;
(bC) to promptly notify the Underwriter of any sales of Series A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series A Bonds to the public (each such term being used as defined below), ; and
(cD) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) The Underwriter confirms that any selling group agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to to: (A) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series A Bonds of that maturity, ; provided that the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, ; and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District Successor Agency acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on on: (iA) in the event that a selling group has been created in connection with the initial sale of the Series A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Series A Bonds, as set forth in a selling group agreement and the related pricing wires, ; and (iiB) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Series A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series A Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold-the-the- offering-price rule rule, if applicable to the Series A Bonds.
F. (f) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxx Advisors, a Division of Urban Futures, Inc., the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise set forth in Exhibit Appendix A attached hereto, ,] the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds10% test). If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it the Underwriter has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-broker- dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District NVTC in establishing the issue price of the 2022 Bonds and shall execute and deliver to the Community Facilities District NVTC at Closing an “"issue price” " or similar certificate, substantially in the form attached hereto as Exhibit 4, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District NVTC and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public (as defined below) of the 2022 Bonds. All actions to be taken by the Community Facilities District NVTC under this section Section to establish the issue price of the 2022 Bonds may be taken on behalf of NVTC by NVTC's financial advisor identified in the Community Facilities District by the Municipal Advisor Official Statement and any notice or report to be provided to the Community Facilities District NVTC may be provided to the Community Facilities District’s Municipal AdvisorNVTC's financial advisor.
B. (b) Except as otherwise for the maturities set forth in Exhibit Schedule A attached hereto, the Community Facilities District NVTC represents that it will treat the first price at which 10% ten percent of each maturity of the 2022 Bonds (the “"10% test”Test") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingTest).
C. (c) The Underwriter Representative confirms that it has the Underwriters have offered the 2022 Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth in Exhibit Schedule A attached hereto, except as otherwise set forth therein. Exhibit Schedule A also sets forth, as of the date of this Purchase Agreement, the maturitiesmaturities of the 2022 Bonds, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District NVTC and the Representative, on behalf of the Underwriters, agrees that (i) the Representative will retain all unsold 2022 Bonds of each maturity for which the 10% Test has not been satisfied and not allocate any such 2022 Bonds to any other Underwriter agree that and (ii) the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “"hold-the-offering-price rule”"). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2022 Bonds, the Underwriter Representative will neither offer nor sell unsold 2022 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the 2022 Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter Representative confirms that:
(1) any agreement among Underwriters, any selling group agreement and any each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold 2022 Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test Test has been satisfied as to the 2022 Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, maturity and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter Representative of any sales of 2022 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter (as defined below) participating in the initial sale of the 2022 Bonds to the public (each such term being used as defined below)public, and
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2) any agreement among Underwriters and any selling group agreement relating to the initial sale of the 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2022 Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold 2022 Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test Test has been satisfied as to the 2022 Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, maturity and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter Representative or the dealer Underwriter and as set forth in the related pricing wires.
E. The Community Facilities District (e) NVTC acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the 2022 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the 2022 Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the 2022 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the third-party distribution agreement and the related pricing wires. NVTC further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement to comply with its agreement regarding the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2022 Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the 2022 Bonds.
F. (f) The Underwriter acknowledges Underwriters acknowledge that sales of any 2022 Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2022 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Town in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Community Facilities District Town at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Town and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the Community Facilities District Town under this section to establish the issue price of the Refunding Bonds may be taken on behalf of the Community Facilities District Town by the Municipal Advisor Town’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Town may be provided to the Community Facilities DistrictTown’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District Town will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District Town the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees to promptly report to the Community Facilities District Town the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Refunding Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District Town or Bond Counsel. .] For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, c) shall apply only if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District agrees to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as apply the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined described below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:]
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to assist the Community Facilities District City and Bond Counsel (defined below) in establishing the issue price of the Bonds Series 2020 Certificates and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsSeries 2020 Certificates. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District The City will treat the first price or prices at which 10% of each maturity of the Bonds Series 2020 Certificates (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Certificate Purchase Agreement, the Underwriter shall report to the Community Facilities District City and Bond Counsel the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond CounselSeries 2020 Certificates. For purposes of this Sectionsection, if Bonds Series 2020 Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsSeries 2020 Certificates. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds Series 2020 Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (iA) to report the prices at which it sells to the public the unsold Bonds Series 2020 Certificates of each maturity allocated to it, whether or not the Closing Date (as defined in Section 5) has occurred, until either all Bonds Series 2020 Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds Series 2020 Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds Series 2020 Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Series 2020 Certificates to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds Series 2020 Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Series 2020 Certificates to the public to require each broker-dealer that is a party to such third-third- party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Series 2020 Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Series 2020 Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds Series 2020 Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Series 2020 Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the BondsSeries 2020 Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds Series 2020 Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the BondsSeries 2020 Certificates, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. Series 2020 Certificates. The Underwriter acknowledges that sales of any Bonds Series 2020 Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds Series 2020 Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionthe above:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor District’s financial advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisorfinancial advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities (b) The District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, Agreement the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined hereinin Section
1) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third- party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiA) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,underwriter;
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All As applicable, all actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxxxxxx, Xxxxxx & Associates, Inc., as the District’s municipal advisor (“Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-third- party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. a. The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at City on or before the Closing Date an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District City under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District City by the Municipal City’s Financial Advisor identified herein and any notice or report to be provided to the Community Facilities District City may be provided to the Community Facilities DistrictCity’s Municipal Financial Advisor.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Purchase Agreement at the respective offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, The City will treat the first price at which 10% of each maturity of the Bonds is sold to the public as of the sale date as the issue price of that maturity (the “10% test”). At or promptly after the execution of this Purchase Agreement, the maturities, if any, Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied and satisfied. If different interest coupons apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity for which the Community Facilities District this purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall applyapply to those maturities of the Bonds for which the 10% test has not been met as of the date of this Agreement, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-hold- the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after City when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
D. d. The Underwriter confirms that:
(1) that any selling group agreement and any third-each third- party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
Underwriter and as set forth in the related pricing wires, (bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public public, and (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. . The Community Facilities District City acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-the- offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-broker- dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.
F. e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Enterprise in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Enterprise at Closing an “issue price” or similar certificate, substantially in the forms attached hereto as Exhibits A-1 and A-2, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Enterprise and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District Enterprise under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District Enterprise by Xxxxxx, Xxxxxxxx & Company, Incorporated, Denver, Colorado (the “Municipal Advisor Advisor”) and any notice or report to be provided to the Community Facilities District Enterprise may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) [Except as otherwise set forth in Exhibit A Schedule I attached hereto, the Community Facilities District ,] [t/T]he Enterprise represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Purchase Agreement, the Underwriter Representative shall report to the Community Facilities District Issuer the price or prices at which it has the Underwriters have sold to the public each maturity of the Bonds. [If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) all the Bonds of that maturity have been sold or (ii) the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s Underwriters’ reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase AgreementRepresentative, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingIssuer or bond counsel.]
C. (c) The Underwriter Representative confirms that it has the Underwriters have offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District Enterprise and the Underwriter Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Enterprise to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter Representative will advise the Community Facilities District Enterprise promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any third-each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the UnderwriterRepresentative, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable reasonably periodic intervals or otherwise upon request of the Representative or such Underwriter or the dealer, dealer and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter or the dealer dealers and as set forth in the related pricing wires.
E. . The Community Facilities District Enterprise acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, [(ii) the representations of [each Underwriter] with respect to the maturities subject to the hold-the-offering price rule in substantially the forms attached hereto as Exhibits [A-1 and A-2] ([i]ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii[iii/iv]) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District Enterprise further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the cover of the Official Statement and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover of the Official Statement. The Underwriter agrees to assist the Community Facilities District CBE in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District CBE at Closing an “"issue price” " or similar certificatecertificate substantially in the form attached hereto as Exhibit C, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District CBE and Bond Counsel (as defined hereinbelow), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by [Except for the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. Except as otherwise maturities set forth in Exhibit A attached hereto, ,] the Community Facilities District CBE will treat the first price at which 10% of each maturity of the Bonds (the “"10% test”") is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. test). [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “"initial offering price”"), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except the final Official Statement (as otherwise set forth thereindefined below). Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District CBE and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District CBE to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “"hold-the-offering-price rule”"). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) : the close of the fifth (5th) business day after the sale date; or
(2) or the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after CBE or the close of CBE's municipal advisor when the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
fifth (a5th) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation business day after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the publicdate.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. ] The Community Facilities District CBE acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that the Underwriter is a third-party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The CBE further acknowledges that the Underwriter shall be solely liable for establishing issue price of the Bonds, including, but not limited to, its agreement failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable to the CBE for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule, as applicable to comply the Bonds. The Underwriter confirms that any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the Bonds to the public, together with the requirements for establishing issue price related pricing wires, contains or will contain language obligating the Underwriter, each dealer who is a member of the Bondsselling group and each broker-dealer that is a party to such retail distribution agreement, includingas applicable, but not limited to, its agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule rule, if applicable to applicable, in each case if and for so long as directed by the Bonds.
F. Underwriter and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection 1:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate[, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, Schedule B to Appendix C,] with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterUnderwriters, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section Section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxx Advisors, a Division of Urban Futures, Inc., the Municipal Advisor District’s municipal advisor, and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise set forth in Exhibit Appendix A attached hereto, ,] the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase AgreementContract, the Underwriter Underwriters shall report to the Community Facilities District the price or prices at which it has the Underwriters have sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees Underwriters agree to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided .
(c) The Underwriters confirm that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit [Appendix A also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Underwriters shall promptly advise the Community Facilities District promptly after when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
D. (d) The Underwriter confirms that:
(1) Underwriters confirm that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer Underwriters that either the 10% test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. Underwriters. The Community Facilities District acknowledges that, in making the representations representation set forth in this subsection, the Underwriter Underwriters will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with regarding the hold-the-offering-price rule if as applicable to the Bonds.]
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriters shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City and Xxxxxxx & Bell, P.C., Kansas City, Missouri (“Special Counsel”) in establishing the issue price of the Bonds Series 2019 Certificates and shall execute and deliver to the Community Facilities District City at the Closing Date (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Special Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal AdvisorSeries 2019 Certificates.
B. Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District (b) The City will treat the first price or prices at which 10% of each maturity of the Bonds Series 2019 Certificates (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Certificate Purchase Agreement, the Underwriter shall report to the Community Facilities District City the first price or prices at which it has sold to the public each maturity 10% of Bondsthe Series 2019 Certificates. If at that time as of the execution of this Certificate Purchase Agreement the 10% test Test has not been satisfied as to any maturity of the BondsSeries 2019 Certificates, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it subsequently sells the unsold Bonds Series 2019 Certificates of that maturity to the publicpublic until the 10% Test is satisfied. That In either case, if Series 2019 Certificates constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the City the prices at which Series 2019 Certificates of such maturity are sold until the Underwriter sells 10% of the Series 2019 Certificates of such maturity at a single price. The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date Time (as defined herein) has occurred, until . In the event the Underwriter does not meet the 10% test has been satisfied as Test for each Maturity, the Underwriter will comply with the “Hold-The-Offering-Price Rule” for the remaining maturities, and shall notify the City which maturities will be subject to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided “Hold-The-Offering-Price Rule.” The Underwriter shall (i) confirm that the Underwriter’s reporting obligation after underwriters have offered or will offer the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds Series 2019 Certificates to the public on or before the date of this Purchase Agreement award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached heretoand (ii) agree, except as otherwise set forth therein. Exhibit A also sets forth, as on behalf of the date of this Purchase Agreement, underwriters participating in the maturities, if any, purchase of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree Series 2019 Certificates, that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter underwriters will neither offer nor sell unsold Bonds Series 2019 Certificates of that any maturity to which the Hold-The- Offering-Price Rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) : the close of the fifth (5th) business day after the sale date; or
(2) or the date on which the Underwriter has underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds Series 2019 Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which the first 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it has sold to the public the Bonds of each maturity of Bonds. If at that time sufficient to satisfy the 10% test Test. If as of the execution of this Purchase Agreement the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it subsequently sells the unsold Bonds of that maturity to the publicpublic until the 10% Test is satisfied. That In either case, if Bonds constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the Issuer the prices at which Bonds of such maturity are sold until the Underwriter sells 10% of the Bonds of such maturity at a single price. The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “holdHold-theThe-offeringOffering-price rulePrice Rule”). So long as the holdHold-theThe-offeringOffering-price rule Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether Issuer when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. , if that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that:
(1) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% test Test has been satisfied as to the Bonds of that maturity, provided maturity or all Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. Underwriter. The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-the- offeringThe-price ruleOffering-Price Rule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the holdHold-theThe-offeringOffering-price rule if Price Rule as applicable to the Bonds.
F. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. [If competitive bid rule is satisfied on sale day:]
(a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at the Closing Time an “issue priceprice certificate” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District District, and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bondsbond counsel. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor Advisor”) and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) The District intends that the provisions of Treasury Regulations Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
i. the District disseminated a draft of this Bond Purchase Agreement, along with other terms and conditions related to the sale (the “bond sale materials”), to potential underwriters in a manner that was reasonably designed to reach potential underwriters;
ii. all bidders had an equal opportunity to bid;
iii. the District received bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
iv. the District is awarding the sale of the Bonds to the Underwriter based upon its firm offer to purchase the Bonds at the lowest true interest cost, as set forth in the bond sale materials.
(c) The Underwriter represents that its bid was prepared on the assumption that the issue price of the Bonds will be the reasonably expected initial offering price to the public. [If competitive bid rule is not satisfied on sale day; apply 10% / hold-the-price rule:]
(a) The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at the Closing Time an “issue price certificate” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District, and bond counsel. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District will shall treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either
(i) the Underwriter has sold all the Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closingbond counsel.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) i. the close of the fifth (5th) business day Business Day after the sale date; or
(2) ii. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1) i. any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a1) (iA) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b2) to promptly notify the Underwriter of any sales of the Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c3) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-broker- dealer is a sale to the public.
(2) ii. any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A1) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B2) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection 5:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor District’s municipal advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisormunicipal advisor.
B. (b) [Except as otherwise for the maturities set forth in Exhibit A Schedule I attached hereto, ,] the Community Facilities District represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% testTest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test Test). [If, as of the date hereof, the 10% Test has not been satisfied as to any maturity of the BondsBonds for which the District has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity or maturities have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not continue until the Closing Date (as defined herein) has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to maturities or the public, provided Closing Date.]]
(c) The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule I attached hereto, except as otherwise set forth therein. Exhibit A Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test Test has not been satisfied and for which the Community Facilities District and the Underwriter agree Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter Representative confirms that:
(1i) any agreement among underwriters, any selling group agreement and any third-each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, maturity and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,Representative and as set forth in the related pricing wires, and
(bB) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and,
(cC) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-broker- dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% test Test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, maturity and (B) comply with the hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. The District acknowledges that, in making the representations set forth in this section, the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Bonds, if and for so long as directed by the Underwriter or the dealer and as set forth in an agreement among underwriters and the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (iii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the Bonds.]
F. (e) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: that:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District Issuer in establishing the issue price of the Series 2021-A Bonds and shall execute and deliver to the Community Facilities District Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, B which in the reasonable judgment of the Underwriter, the Community Facilities District Issuer and Bond Counsel (as defined herein)Counsel, to accurately reflectreflects, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021-A Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit A attached hereto, the Community Facilities District Issuer will treat the first price at which 10% of each maturity of the Series 2021-A Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District Issuer the price or prices at which it the Underwriter has sold to the public each maturity of the Series 2021-A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2021-A Bonds, the Underwriter agrees to promptly report to the Community Facilities District Issuer the prices at which it sells the unsold Series 2021-A Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) date has occurred, until the 10% test has been satisfied as to the Series 2021-A Bonds of that maturity or until all Series 2021-A Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2021-A Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Issuer and the Underwriter agree Underwriter, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Issuer to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2021-A Bonds, the Underwriter will neither offer nor sell unsold Series 2021-A Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1i) the close of the fifth (5th) business day after the sale date; or
(2ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2021- A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will shall promptly advise the Community Facilities District promptly after Issuer when the close of the fifth (5th) business day after the sale date whether it Underwriter has sold 10% of that maturity of the Series 2021-A Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating , if that occurs prior to the initial sale close of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
fifth (a5th) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation business day after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. date. The Community Facilities District Issuer acknowledges that, in making the representations representation set forth in this subsection, the Underwriter will rely on (i) the agreement of the Underwriter to comply with the hold-the-offering- price rule, as set forth in the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2021-A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that the Underwriter is a third-party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2021-A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party retail distribution agreement and the related pricing wires. The Community Facilities District Issuer further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the- offering-price rule and that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to comply the Series 2021-A Bonds.
(d) The Underwriter confirms that any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the to the public, together with the requirements for establishing issue price related pricing wires, contains or will contain language obligating each dealer who is a member of the Bondsselling group, includingand each broker-dealer that is a party to such retail distribution agreement, but not limited toas applicable, its agreement to (i) report the prices at which it sells to the public the unsold Series 2021-A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2021-A Bonds of that maturity or all Series 2021-A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule rule, if applicable to applicable, in each case if and for so long as directed by the Bonds.Underwriter and as set forth in the related pricing wires, and
F. (e) The Underwriter acknowledges that sales of any Series 2021-A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All As applicable, all actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by Xxxx Advisors, a Division of Urban Futures, Inc., as the District’s municipal advisor (“Municipal Advisor Advisor”), and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
B. (b) Except as otherwise set forth in Exhibit Appendix A attached hereto, the Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That Unless the hold-the-offering price rule (described below) applies, that reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit Appendix A attached hereto, except as otherwise set forth therein. Exhibit Appendix A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. (d) The Underwriter confirms that:
(1i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(aA) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bB) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(cC) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. (e) The Community Facilities District acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-hold- the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule rule, if applicable to the Bonds.
F. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. 11
(a) Subject to this Section 13, the Underwriter agrees to make an initial bona fide public offering of all of the Bonds at a price or prices not in excess of, or a yield or yields not lower than, the public offering price (or prices or yield or yields) set forth on Exhibit K attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change such price (or prices or yield or yields) as the Underwriter deems necessary or appropriate in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit K. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.
(b) The Underwriter agrees to assist the Community Facilities District Authority in establishing the issue price of the Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “"issue price” " or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EK, with such modifications as may be appropriate or necessary, in the 11 NTD: To be updated based on the applicability of the hold-the-offering-price to the deal. reasonable judgment of the Underwriter, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any Any notice or report to be provided to the Community Facilities District may Authority under this Section 13 shall be provided to the Community Facilities municipal advisor to the City and the Financing District and to the municipal advisor to the Port District’s Municipal Advisor. Certain terms used in this Section 13 are defined below.
B. (c) [Except as otherwise set forth in Schedule A to Exhibit A K attached hereto, ,] the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Bonds (the “"10% test”) Test"), identified under the column "10% Test Used" in Schedule A to Exhibit K, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase AgreementContract, the Underwriter shall report to the Community Facilities District Authority the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% test Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(a) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either (i) the Underwriter has sold all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:or
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Community Facilities District Authority in establishing the issue price of the Series 2018B Bonds and shall execute and deliver to the Community Facilities District Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Community Facilities District Authority and Bond Counsel (as defined herein)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsSeries 2018B Bonds . [ All actions to be taken by the Community Facilities District Authority under this section to establish the issue price of the Series 2018B Bonds may be taken on behalf of the Community Facilities District Authority by the Municipal Advisor Authority's municipal advisor identified herein and any notice or report to be provided to the Community Facilities District Authority may be provided to the Community Facilities District’s Municipal AdvisorAuthority's municipal advisor.]
B. (b) [Except as otherwise set forth in Exhibit A attached hereto, ,] the Community Facilities District Authority will treat the first price at which 10% of each maturity of the Series 2018B Bonds (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter Representative shall report to the Community Facilities District Authority the price or prices at which it has the Underwriters have sold to the public each maturity of Series 2018B Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2018B Bonds, the Underwriter Representative agrees to promptly report to the Community Facilities District Authority the prices at which it sells the unsold Series 2018B Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Series 2018B Bonds of that maturity or until all Series 2018B Bonds of that maturity have been sold to the public, provided .
(c) [The Representative confirms that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, if Bonds mature on the same date but Underwriters have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
C. The Underwriter confirms that it has offered the Series 2018B Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2018B Bonds for which the 10% test has not been satisfied and for which the Community Facilities District Authority and the Underwriter Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-the- offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Series 2018B Bonds, the Underwriter Underwriters will neither offer nor sell unsold Series 2018B Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting stating on the sale date and ending on the earlier of the following::]
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Series 2018B Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will Representative shall promptly advise the Community Facilities District promptly after Authority when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Series 2018B Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. The Authority acknowledges that, in making the representation set forth in this subsection, the Representative will rely on (i) the agreement of each Underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2018B Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2018B Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The Authority further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Series 2018B Bonds.
D. (d) The Underwriter Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and any third-party each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2018B Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group group, and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
, to (aA) (i) to report the prices at which it sells to the public the unsold Series 2018B Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter Representative that either the 10% test has been satisfied as to the Series 2018B Bonds of that maturity, provided maturity or all Series 2018B Bonds of that maturity have been sold to the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, public and (iiB) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(b) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating Representative and as set forth in the initial sale of the Bonds to the public (each such term being used as defined below)related pricing wires, and
(c) to acknowledge that, unless otherwise advised by the dealer or broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement among underwriters relating to the initial sale of the Series 2018B Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party retail distribution agreement to be employed in connection with the initial sale of the Series 2018B Bonds to the public to require each broker-dealer that is a party to such third-party retail distribution agreement to (A) report the prices at which it sells to the public the unsold Series 2018B Bonds of each maturity allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter Representative or the dealer Underwriter that either the 10% test has been satisfied as to the Series 2018B Bonds of that maturity, provided maturity or all Series 2018B Bonds of that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
E. The Community Facilities District acknowledges that, in making the representations set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has maturity have been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule if applicable to the Bonds.
F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds sold to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. A. (a) The Underwriter agrees to assist the Community Facilities District City in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Community Facilities District at City on the Closing Date (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit EA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Community Facilities District City and Bond Counsel Xxxxxxxxx Xxxxxxx, LLP (as defined herein“Special Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal AdvisorCertificates.
B. (b) [Except as otherwise set forth in Exhibit A Schedule [II] attached hereto, ,] the Community Facilities District City will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Purchase Agreement, the Underwriter shall report to the Community Facilities District City the price or prices at which it has sold to the public each maturity of BondsCertificates. [If at that time the 10% test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees to promptly report to the Community Facilities District City the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds of that maturity have been sold to the publicmaturity, provided that that, the Underwriter’s reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District City or Bond Special Counsel. .] For purposes of this Section, if Bonds Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to ClosingCertificates.
C. (c) [The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A Schedule [II] attached hereto, except as otherwise set forth therein. Exhibit A Schedule [II] also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds Certificates for which the 10% test has not been satisfied and for which the Community Facilities District City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities District City to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the The close of the fifth (5th) business day after the sale date; or
(2) the The date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Community Facilities District City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the initial offering price to the public.]
D. (d) [The Underwriter confirms that:
(1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(ai) (ia) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (iib) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter,
(bii) to promptly notify the Underwriter of any sales of Bonds Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below), and
(ciii) to acknowledge that, unless otherwise advised by the dealer or broker- broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(2) any selling group agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Certificates to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds Certificates of that maturity, provided that that, the reporting obligation after the date of the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.]
E. (e) [The Community Facilities District City acknowledges that, in making the representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule, if applicable to the BondsCertificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the BondsCertificates, as set forth in the third-party distribution agreement and the related pricing wires. The Community Facilities District City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule rule, if applicable to the BondsCertificates.]
F. (f) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
