Common use of Preliminary Official Statement and Official Statement Clause in Contracts

Preliminary Official Statement and Official Statement. The City consents to and ratifies the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement dated January , 2022 (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Preliminary Official Statement”), in connection with the public offering of the Bonds. The City further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the “MSRB”) and the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If the Official Statement is prepared for distribution in electronic form, the City hereby confirms that it does not object to distribution of the Official Statement in electronic form.

Appears in 1 contract

Samples: Bond Purchase Agreement

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Preliminary Official Statement and Official Statement. The City District consents to and ratifies the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement dated January April 13, 2022 2021 (which, together with the cover page, inside cover page and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Preliminary Official Statement”), in connection with the public offering of the Bonds. The City District further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City District represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City District as of its date, and the City District hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amountamounts, principal per maturitymaturity of each series, delivery datedates, ratings, identity of the purchaser and other terms of the Bonds depending on such matters. The City District hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page page, and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, Bonds is herein called the “Official Statement”) executed on behalf of the City District by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the “MSRB”) and the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City District and the Underwriter. If the Official Statement is prepared for distribution in electronic form, the City District hereby confirms that it does not object to distribution of the Official Statement in electronic form.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City County hereby consents to and ratifies the use and distribution by the Underwriter prior confirms that it has heretofore made available to the date upon which the Official Statement is executed and available for distribution, of the Representative electronically a Preliminary Official Statement of the County relating to the Series 2021 Bonds dated January , 2022 their Date of Delivery (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bondsappendices contained therein, is herein called the "Preliminary Official Statement"), and authorizes the distribution thereof to prospective purchasers and investors. Within seven (7) business days of the acceptance hereof by the County but in connection no event later than two (2) business days prior to the Closing Date, the County shall cause to be delivered such reasonable number of conformed copies as the Representative shall request of the Official Statement, dated the date hereof (which, together with the public offering cover page and appendices contained therein, is herein called the "Official Statement"), executed on behalf of the Bonds. The City further confirms County by the authority Chairman of the Underwriter to use, Board and consents such other official which is acceptable to the use ofRepresentative, the final Official Statement which shall be sufficient in number to comply with respect to the Bonds in connection with the public offering paragraph (b)(4) of Rule 15c2- 12 of the Bonds. The City represents Securities and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated Exchange Commission under the Securities Exchange Act of 1934, as amended, except for amended (the omission of certain information permitted to be omitted by the "Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, ") and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page Rule G-32 and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB”) and the SEC"). The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form County hereby agrees to deliver to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If the Official Statement is prepared for distribution in Representative an electronic form, the City hereby confirms that it does not object to distribution copy of the Official Statement in electronic forma form that permits the Representative to satisfy its obligations under the rules and regulations of the MSRB and the U.S. Securities and Exchange Commission. The County, by its acceptance hereof, ratifies and approves the Preliminary Official Statement and ratifies and approves and authorizes the Representative to use the Official Statement and all documents described therein in connection with the public offering and the sale of the Series 2021 Bonds. The County hereby authorizes the Representative to file, and the Representative xxxxxx agrees to file, the Official Statement with the MSRB's Electronic Municipal Market Access System ("EMMA"). In accordance with Section 218.385, Florida Statutes, the Representative hereby discloses the required information as provided in Appendix A attached hereto and provides a truth in bonding statement in Section 6 hereof. In order to assist the Representative in complying with the Rule, the County will undertake, pursuant to the Disclosure Dissemination Agent Agreement, dated as of the date of Closing (the "Disclosure Agreement"), by and between the County and Digital Assurance Certification, L.L.C., as dissemination agent for the County, to provide annual financial information and notices of the occurrence of specified events. A description of the Disclosure Agreement is set forth in, and a form of such agreement is attached as an appendix to, the Preliminary Official Statement and the Official Statement.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City consents to and ratifies the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement dated January February [_28_], 2022 2023 (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Preliminary Official Statement”), in connection with the public offering of the Bonds. The City further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the “MSRB”) and the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If the Official Statement is prepared for distribution in electronic form, the City hereby confirms that it does not object to distribution of the Official Statement in electronic form.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City hereby consents to and ratifies the use and distribution by the Underwriter prior (subject to the date upon which right of the Official Statement is executed and available City to withdraw such consent for distribution, cause by written notice to the Underwriter) of the Preliminary Official Statement Statement, dated January , 2022 2020 (which, together with the cover page page, and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the BondsSeries 2020 Certificates, is herein called the “Preliminary Official Statement”), in connection with the public proposed offering of the BondsSeries 2020 Certificates. The City further confirms hereby deems the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds information contained in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was be deemed final,by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, date for purposes of Rule 15c2-12(b)(1) 12 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the such Rule, such as offering prices, interest rates, selling commissioncompensation, aggregate principal amountamounts, principal per maturity, delivery datedates, ratings, identity of the purchasers and other terms of the Bonds Series 2020 Certificates depending on such matters. The City hereby agrees to shall deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds Statement (which, together with the cover page page, and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the BondsSeries 2020 Certificates, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, representatives in such quantity as the Underwriter may request electronic format to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission. The City agrees to provide to the Underwriter all information necessary to comply with the Rule and to execute Series 2020 Certificates to the effect set forth in this Section. If, after the date of this Certificate Purchase Agreement and until the earlier of (i) ninety days after the “MSRB”end of the underwriting period” (as defined in the Rule) and or (ii) the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If time when the Official Statement is prepared for distribution available to any person from the Municipal Securities Rulemaking Board, but in electronic formno case less than twenty-five days following the end of the underwriting period, an event relating to or affecting the City hereby confirms that shall occur as a result of which it does not object is necessary, in the opinion of Special Counsel or counsel to distribution of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances then existing, the City shall forthwith prepare and furnish to the Underwriter in electronic formformat an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriter) which shall amend or supplement the Official Statement so that it shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements not misleading. The expenses of preparing such amendment or supplement shall be borne by the party who had supplied the information being amended or supplemented. For the purpose of this Section, the City shall furnish to the Underwriter such information with respect to itself as the Underwriter may from time to time reasonably request.

Appears in 1 contract

Samples: Certificate Purchase Agreement

Preliminary Official Statement and Official Statement. A Preliminary Official Statement of the Bank, dated April 3, 2023 (the "Preliminary Official Statement"), has been distributed in connection with the Series 2023 Bonds, and an Official Statement of the Bank, to be dated the date hereof, will be delivered as hereinafter set forth in this Paragraph 2. The final Official Statement as it may be amended or supplemented, with the written consent of the Bank and the Underwriter, is hereinafter called the "Official Statement." The Bank and the City consents to and ratifies hereby authorize the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement, the Official Statement dated January , 2022 (which, together with and the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included information therein or attached thereto and any amendments and supplements that may be authorized for use with respect to contained by the Bonds, is herein called the “Preliminary Official Statement”), Underwriter in connection with the public offering and the sale of the Series 2023 Bonds. The City further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” As required by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (12 promulgated by the “Rule”) promulgated Securities and Exchange Commission under Section 15 of the Securities Exchange Act of 1934, as amendedamended ("Rule 15c2-12"), except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide shall deliver the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the "MSRB”) "). The Bank and the SEC. The City hereby approve of and ratify the use by the Underwriter on or before the date hereof of the Preliminary Official Statement and/or in connection with the prospective offering of the Series 2023 Bonds prior to the date hereof. The Bank and the City have duly authorized, approved and delivered the Preliminary Official Statement to the Underwriter; the Bank and the City have previously deemed the Preliminary Official Statement final, except for the omission of the following information: offering, prices, interest rates, selling compensation, aggregate principal amount of the Series 2023 Bonds, principal amount per maturity, delivery date, ratings and other terms of the Series 2023 Bonds depending on such matters permitted to be omitted in accordance with Paragraph (b)(1) of Rule 15c2-12; and the Bank has duly authorized, approved and will execute the Official Statement may be delivered in printed and/or electronic form on or prior to the extent permitted by applicable MSRB Closing and shall deliver the same in final printed form subject to the provisions of Paragraph 9 hereof to permit the Underwriter to comply with Paragraph 9(b)(4) of Rule 15c2-12 and the rules of the MSRB, within seven (7) business days from the date hereof. The Bank and as may be agreed to by the City and have delivered a "deemed final" certificate to the Underwriter. If , dated the Official Statement is prepared for distribution date hereof, to evidence compliance with Rule 15c2-12 to the date hereof (the "Deemed Final Certificate"), in electronic form, substantially the City hereby confirms that it does not object to distribution of the Official Statement in electronic form.form attached hereto as Exhibit C.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City consents Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, dated [ ], 2018 (the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing as provided in and pursuant to the Rule. By the execution of this Purchase Agreement, the District ratifies the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement. The District hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement dated January substantially in the form of the Preliminary Official Statement, 2022 with only such changes therein as shall have been accepted by the Underwriter and the District (whichsuch Official Statement with such changes, together with if any, and including the cover page and all appendices, exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Preliminary Official Statement”), in connection with the public offering of the Bonds. The City further confirms the authority of the Underwriter to usethereto, and consents to the use ofas disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is being herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity quantities as may be requested by the Underwriter may request in order to enable permit the Underwriter to provide comply with paragraph (b)(4) of the Rule and with the rules of the MSRB; provided, however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and pay for the Bonds. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will notify the other party hereto if, within the period from the date of this Purchase Agreement to potential customers and to comply with any rules including the date which is 25 days following the End of the Municipal Securities Rulemaking Board Underwriting Period (as hereinafter defined), such party discovers any pre- existing or subsequent fact or becomes aware of the “MSRB”) and the SEC. The Preliminary Official Statement and/or occurrence of any event, in any such case which might cause the Official Statement (as the same may be delivered have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by light of the City and circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter. If , the preparation and publication of a supplement or amendment to the Official Statement is prepared for distribution in electronic formis, as a result of such fact or event (or any other event which becomes known to the City hereby confirms District or the Underwriter during such period), necessary so that it does not object to distribution of the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in electronic form.the light of the circumstances under which they were made, not misleading, the District shall, at its

Appears in 1 contract

Samples: Bond Purchase Agreement

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Preliminary Official Statement and Official Statement. The City Issuer hereby consents to and ratifies the use and distribution by the Underwriter prior confirms that it has heretofore made available to the date upon which the Official Statement is executed and available for distribution, of the Underwriters electronically a Preliminary Official Statement of the Issuer relating to the 2008A Bonds dated January , 2022 their Date of Delivery (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bondsappendices contained therein, is herein called the "Preliminary Official Statement"), in connection and authorizes the distribution thereof to prospective purchasers and investors. Within seven (7) business days of the acceptance hereof by the Issuer but no later than the Closing Date, the Issuer shall cause to be delivered such reasonable number of conformed copies as the Underwriters shall request of the Official Statement, dated the date hereof (which, together with the public offering cover page and appendices contained therein, is herein called the "Official Statement"), executed on behalf of the Bonds. The City further confirms Issuer by the authority Chairman of the Underwriter to use, Board of County Commissioners and consents such other official which is acceptable to the use ofUnderwriters, the final Official Statement which shall be sufficient in number to comply with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes paragraph (b)(4) of Rule 15c2-12(b)(1) (12 of the “Rule”) promulgated Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, except for amended (the omission of certain information permitted to be omitted by the "Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, ") and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page Rule G-32 and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB”) and the SEC"). The Issuer, by its acceptance hereof, ratifies and approves the Preliminary Official Statement and/or and ratifies and approves and authorizes the Underwriters to use the Official Statement may be delivered and all documents described therein in printed and/or electronic form to connection with the extent permitted by applicable MSRB rules and as may be agreed to by the City public offering and the Underwritersale of the 2008A Bonds. If The Issuer hereby authorizes the Representative to file, and the Representative xxxxxx agrees to file, the Official Statement is prepared for distribution in electronic formwith (i) at least one of the nationally recognized municipal securities information repositories designated by the SEC (a "NRMSIR") and (ii) the MSRB, or its designee. In accordance with Section 218.385, Florida Statutes, the City Underwriters hereby confirms that it does not object to distribution of disclose the Official Statement required information as provided in electronic formAttachment I attached hereto and provide a truth-in-bonding statement in Section 6 hereof.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City Issuer hereby consents to and ratifies the use and distribution by the Underwriter prior confirms that it has heretofore made available to the date upon which the Official Statement is executed and available for distribution, of the Underwriters electronically a Preliminary Official Statement of the Issuer relating to the 2008 Bonds dated January , 2022 their Date of Delivery (which, together with the cover page and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bondsappendices contained therein, is herein called the "Preliminary Official Statement"), in connection and authorizes the distribution thereof to prospective purchasers and investors. Within seven (7) business days of the acceptance hereof by the Issuer, the Issuer shall cause to be delivered such reasonable number of conformed copies as the Underwriters shall request of the Official Statement, dated the date hereof (which, together with the public offering cover page and appendices contained therein, is herein called the "Official Statement"), executed on behalf of the Bonds. The City further confirms Issuer by the authority Chairman of the Underwriter to use, Board of County Commissioners and consents such other official which is acceptable to the use ofUnderwriters, the final Official Statement which shall be sufficient in number to comply with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes paragraph (b)(4) of Rule 15c2-12(b)(1) (12 of the “Rule”) promulgated Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, except for amended (the omission of certain information permitted to be omitted by the "Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, ") and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page Rule G-32 and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB”) and the SEC"). The Issuer, by its acceptance hereof, ratifies and approves the Preliminary Official Statement and/or and ratifies and approves and authorizes the Underwriters to use the Official Statement may be delivered and all documents described therein in printed and/or electronic form to connection with the extent permitted by applicable MSRB rules and as may be agreed to by the City public offering and the Underwritersale of the 2008 Bonds. If The Issuer hereby authorizes the Representative to file, and the Representative xxxxxx agrees to file, the Official Statement is prepared for distribution in electronic formwith (i) at least one of the nationally recognized municipal securities information repositories designated by the SEC (a "NRMSIR") and (ii) the MSRB, or its designee. In accordance with Section 218.385, Florida Statutes, the City Underwriters hereby confirms that it does not object to distribution of disclose the Official Statement required information as provided in electronic formAttachment I attached hereto and provide a truth-in-bonding statement in Section 6 hereof.

Appears in 1 contract

Samples: Bond Purchase Agreement

Preliminary Official Statement and Official Statement. The City hereby consents to and ratifies the use and distribution by the Underwriter prior (subject to the date upon which right of the Official Statement is executed and available City to withdraw such consent for distribution, cause by written notice to the Underwriter) of the Preliminary Official Statement Statement, dated January May , 2022 2019 (which, together with the cover page page, and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the BondsSeries 2019 Certificates, is herein called the “Preliminary Official Statement”), in connection with the public proposed offering of the BondsSeries 2019 Certificates. The City further confirms hereby deems the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds information contained in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was be deemed final,by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, date for purposes of Rule 15c2-12(b)(1) 12 (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the such Rule, such as offering prices, interest rates, selling commissioncompensation, aggregate principal amountamounts, principal per maturity, delivery datedates, ratings, identity of the purchasers and other terms of the Bonds Series 2019 Certificates depending on such matters. The City hereby agrees to shall deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds Statement (which, together with the cover page page, and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the BondsSeries 2019 Certificates, is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, representatives in such quantity as the Underwriter may request electronic format to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission. The City agrees to provide to the Underwriter all information necessary to comply with the Rule and to execute Series 2019 Certificates to the effect set forth in this Section. If, after the date of this Certificate Purchase Agreement and until the earlier of (i) ninety days after the “MSRB”end of the underwriting period” (as defined in the Rule) and or (ii) the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If time when the Official Statement is prepared for distribution available to any person from the Municipal Securities Rulemaking Board, but in electronic formno case less than twenty-five days following the end of the underwriting period, an event relating to or affecting the City hereby confirms that shall occur as a result of which it does not object is necessary, in the opinion of Special Counsel or counsel to distribution of the Underwriter, to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances then existing, the City shall forthwith prepare and furnish to the Underwriter in electronic formformat an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel to the Underwriter) which shall amend or supplement the Official Statement so that it shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements not misleading. The expenses of preparing such amendment or supplement shall be borne by the party who had supplied the information being amended or supplemented. For the purpose of this Section, the City shall furnish to the Underwriter such information with respect to itself as the Underwriter may from time to time reasonably request.

Appears in 1 contract

Samples: Certificate Purchase Agreement

Preliminary Official Statement and Official Statement. The City consents to and ratifies the use and distribution by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, of the Preliminary Official Statement dated January , 2022 2023 (which, together with the cover page, inside cover page and all any exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, is herein called the “Preliminary Official Statement”), in connection with the public offering of the Bonds. The City further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering of the Bonds. The City represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final” by the City as of its date, and the City hereby reaffirms that the Preliminary Official Statement is deemed final, for purposes of Rule 15c2-12(b)(1) (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, except for the omission of certain information permitted to be omitted by the Rule, such as offering prices, interest rates, selling commission, aggregate principal amount, principal per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. The City hereby agrees to deliver to the Underwriter within seven business days after the date hereof, the Official Statement, dated the date hereof, relating to the Bonds (which, together with the cover page page, and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds, Bonds is herein called the “Official Statement”) executed on behalf of the City by a duly authorized officer, in such quantity as the Underwriter may request to enable the Underwriter to provide the Official Statement to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the “MSRB”) and the SEC. The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable MSRB rules and as may be agreed to by the City and the Underwriter. If the Official Statement is prepared for distribution in electronic form, the City hereby confirms that it does not object to distribution of the Official Statement in electronic form.

Appears in 1 contract

Samples: Bond Purchase Agreement

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