Purchase and Sale of Bonds. Upon the terms and conditions and upon the basis of representations, warranties, and agreements hereinafter set forth, the Underwriter hereby agrees to purchase from the City, and the City hereby agrees to sell to the Underwriter, all (but not less than all) of the $[PRINCIPAL] aggregate principal amount of the “City of Sachse, Texas, Special Assessment Revenue Bonds, Series 2020 (Sachse Public Improvement District No. 1 Major Improvement Area Project)” (the “Bonds”), at a purchase price of $[ ] (representing the aggregate principal amount of the Bonds, [less an original issue discount of $[ ]] and less an Underwriter’s discount of $[ ]). Inasmuch as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter is not acting as a municipal advisor or fiduciary of the City (including, without limitation, a “municipal advisor” (as such term is defined in Section 975(e) of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act)), but rather is acting solely in its capacity as Underwriter for its own account. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s length commercial transaction between the City and the Underwriter, (ii) in connection with the discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriter is and has been acting solely as a principal and is not acting as the agent, municipal advisor, financial advisor, or fiduciary of the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the City with respect to the offering described herein or the discussions, undertakings, and procedures leading thereto (regardless of whether the Underwriter has provided other services or is currently providing other services to the City on other matters) and the Underwriter has no obligation to the City with respect to the offering described herein except the obligations expressly set forth in this Agreement, (iv) the City has consulted its own legal, financial and other advisors to the extent it has deemed appropriate, (v) the Underwriter has financial and other interests that differ from those of the City, and (vi) the Underwriter has provided to the City prior disclosures under Rule G-17 of the Municipal Securities Rulemaking Board (“MSRB”), which have been received by the City. The City further acknowledges and agrees that following the i...
Purchase and Sale of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.491% of the principal amount thereof, plus accrued interest, if any, from the date of the first authentication of the Bonds to the Closing Date (as hereinafter defined), the respective principal amounts of the Bonds set forth below opposite the names of such Underwriters. Underwriters Principal Amount of Bonds Barclays Capital Inc. $70,000,000 Credit Agricole Securities (USA) Inc. 70,000,000 Mizuho Securities USA Inc. 70,000,000 Scotia Capital (USA) Inc. 70,000,000 Lloyds Securities Inc. 17,500,000 RBC Capital Markets, LLC 17,500,000 Santander Investment Securities Inc. 17,500,000 The Xxxxxxxx Capital Group, L.P. 17,500,000 Total $350,000,000
Purchase and Sale of Bonds. Inasmuch as the purchase and sale of the Bonds represents a negotiated transaction, the Developer understands, and hereby confirms, that the Underwriter is not acting as a fiduciary of the Developer, but rather is acting solely in its capacity as Underwriter of the Bonds for its own account.
Purchase and Sale of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.541% of the principal amount thereof, plus accrued interest, if any, from the date of the first authentication of the Bonds to the Closing Date (as hereinafter defined), the respective principal amounts of the Bonds set forth below opposite the names of such Underwriters. Underwriters Principal Amount of Bonds Barclays Capital Inc.. $80,000,000 Citigroup Global Markets Inc. 80,000,000 X.X. Xxxxxx Securities LLC. 80,000,000 Xxxxxx Xxxxxxx & Co. LLC.. 80,000,000 Fifth Third Securities, Inc. 20,000,000 KeyBanc Capital Markets Inc. 20,000,000 RBC Capital Markets, LLC 20,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 20,000,000 Total $400,000,000
Purchase and Sale of Bonds. The Company hereby agrees to sell to you and, subject to the terms and conditions set forth herein, you hereby agree to purchase from the Company, in accordance with the provisions of this Agreement, Bonds in the principal amount specified opposite your name on Annex I hereto, at a purchase price of one hundred percent (100%) of the principal amount thereof.
Purchase and Sale of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.523% of the principal amount thereof, plus accrued interest, if any, from the date of the first authentication of the Bonds to the Closing Date (as hereinafter defined), the respective principal amounts of the Bonds set forth below opposite the names of such Underwriters. Underwriters Principal Amount of Bonds Banc of America Securities LLC $63,750,000 Credit Suisse Securities (USA) LLC $63,750,000 Xxxxxx Xxxxxxx & Co. Incorporated $63,750,000 UBS Securities LLC $63,750,000 X.X. Xxxxxx Securities Inc. $15,000,000 U.S. Bancorp Investments, Inc. $15,000,000 Wachovia Capital Markets, LLC $15,000,000 Total $300,000,000
Purchase and Sale of Bonds. (a) Upon the terms and conditions and upon the basis of the respective representations, warranties and covenants set forth herein and in the Letter of Representations, dated the date hereof executed and delivered by HPTE (the “HPTE Letter of Representations”), and in the Letter of Representations dated the date hereof, executed and delivered by CDOT (the “CDOT Letter of Representations” and together with the HPTE Letter of Representations, the “Letters of Representations”), the Underwriters hereby agree jointly and severally to purchase from the Issuer, and the Issuer, at the direction of the Borrower, hereby agrees to sell to the Underwriters, in accordance with the terms hereof, including, without limitation, Section 10 hereof, $[●] aggregate principal amount of Colorado Bridge Enterprise Senior Revenue Bonds (Central 70 Project), Series 2017 (the “Bonds”) for an aggregate purchase price of $[●] (representing the aggregate principal amount of the Bonds [less/plus] net original issue [discount/premium] of $[●] and less an underwriting discount of $[●]). The obligations of the Issuer to sell and of the Underwriters to purchase hereunder are with respect to all (but not less than all) of the Bonds.
(b) The Bonds shall have such terms as are set forth in the Trust Indenture, to be dated as of December 1, 2017 (the “Indenture”), by and between the Issuer and U.S. Bank National Association, as trustee (the “Trustee”), and as otherwise are described in the Official Statement (as herein defined). The Bonds shall be issued under the Indenture and secured by the Security Documents (as herein defined).
(c) The proceeds from the sale of the Bonds will be used for the purposes described under the heading “PROJECTED SOURCES AND USES OF FUNDS AND PROJECTED FINANCIAL INFORMATION” and under the heading “FINANCING FOR THE PROJECT” in the Preliminary Official Statement and the Official Statement.
(d) The Issuer will lend all of the proceeds from the sale of the Bonds to the Borrower pursuant to a Loan Agreement, to be dated as of the Closing Date (the “Senior Loan Agreement”), between the Issuer and the Borrower, as borrower.
(e) Contemporaneously with or prior to the issuance of the Bonds, the following documents are contemplated to be executed and delivered (collectively, together with the Purchase Agreement, the Senior Loan Agreement and the Indenture, the “Transaction Documents”).
(1) the Tax Regulatory Agreement, dated the Closing Date (defined below) (the “Tax Regula...
Purchase and Sale of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein contained, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 99.122% of the principal amount thereof, plus accrued interest, if any, from the date of first authentication of the Bonds to the Closing Date (as hereinafter defined), the respective principal amounts of the Bonds set forth below opposite the names of such Underwriters. Xxxxxxx Xxxxx & Co. LLC $ 80,000,000 MUFG Securities Americas Inc. $ 80,000,000 Truist Securities, Inc. $ 80,000,000 Xxxxx Fargo Securities, LLC $ 80,000,000 BMO Capital Markets Corp. $ 20,000,000 BNY Mellon Capital Markets, LLC $ 20,000,000 TD Securities (USA) LLC $ 20,000,000 Academy Securities, Inc. $ 4,000,000 AmeriVet Securities, Inc. $ 4,000,000 MFR Securities, Inc. $ 4,000,000 Xxxxxxxx Financial Group, Inc. $ 4,000,000 Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC $ 4,000,000 Total $ 400,000,000
Purchase and Sale of Bonds. 1
Section 1.1. Issue of Bonds 1
Section 1.2. The Closing 2 Section 1.3. Certain Purchaser Representations 2
Purchase and Sale of Bonds. The Bonds will be purchased and sold by the Authority pursuant to the Xxxx-Xxxx Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5, Division 7 of Title 1 (commencing with Section 6584) of the California Government Code (the “JPA Act”).
