Common use of Purchase and Sale of the Bonds Clause in Contracts

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District acknowledges and agrees that: (i) the primary role of the Underwriter is to purchase the Bonds for resale to investors in an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.

Appears in 2 contracts

Sources: Bond Purchase Agreement, Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the publicAuthority, and the District Authority hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriters, all (but not less than all) of the above-captioned bonds $ aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds Series 2014A (Capital Improvement Projects) (the “Bonds”). The Underwriter shall Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $ . The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds at a purchase price of shall be $ (representing , being the principal amount of the Bonds of $ Bonds, [plus a net original issue premium of $ , less Underwriter’s /less a net original discount of $ ] and less an Underwriters’ discount of $ . The Representative represents and warrants that: (i) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (ii) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The District acknowledges Authority and agrees the City acknowledge and agree that: (i) the primary role of the Underwriter Underwriters, as underwriters, is to purchase the Bonds securities, for resale to investors investors, in an arms-arm’s length commercial transaction between among the District Authority, the City and the Underwriter Underwriters and that the Underwriter has Underwriters have financial and other interests that differ from those of the District, Authority and/or the City; (ii) the Underwriter is Underwriters are acting solely as a principal principals and are not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisors, financial advisor, agent advisors or fiduciary fiduciaries to the District Authority or any other person or entity the City and has have not assumed any advisory or fiduciary responsibility to the District Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has Underwriters have provided other services or is are currently providing other services to the District Authority or the City on other matters), ; (iii) other than as imposed by law, the only obligations the Underwriter has Underwriters have to the District Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, ; and (iv) the District Authority and the City has each consulted its own financial and/or municipal, legal, accounting, tax, financial accounting and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBappropriate.

Appears in 2 contracts

Sources: Bond Purchase Agreement, Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicAuthority, and the District Authority hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriter, all (but not less than all) of the above-captioned bonds $[ ] aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds, Series 2012C (Spreckels Organ Pavilion Public Parking Garage) (the “Bonds”). The Underwriter shall Bonds will be issued on the Closing Date (as hereinafter defined) in the principal amount of $[ ]. The Bonds will bear interest at the rates and will mature on the dates and in the principal amounts set forth in Schedule I attached hereto. The purchase price for the Bonds at a purchase price of $ (representing shall be $[ ], being the principal amount of the Bonds of $ Bonds, plus [plus/less] a [net] original issue premium [premium/discount] of $ , $[ ] and less an Underwriter’s discount of $ )$[ ]. The District acknowledges Authority and agrees that: the City acknowledge and agree that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Bond Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between among the District Authority, the City and the Underwriter, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as a principal and is not acting as a municipal advisor (as defined in Section 15B(e)(4) of the Securities Exchange Act of 1934, as amended), or agent, advisor or fiduciary of the Authority or the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering of the Bonds contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter, or any affiliates of the Underwriter, have provided other services or are currently providing other services to the Authority or the City on other matters) and the Underwriter has no obligation to the Authority or the City with respect to the offering of the Bonds contemplated hereby except the obligations expressly set forth in this Bond Purchase Agreement and that except as otherwise provided by law, (iv) the Authority and the City have each consulted with their own legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds, and (v) the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby Authority and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBCity.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds $__________ aggregate principal amount of Newark Unified School District (Alameda County, California), General Obligation, Election of 2011, Series B (the “Bonds”). The Bonds shall bear interest at the rates, shall mature in the years and shall be subject to redemption as shown on Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall be dated the date of delivery thereof and shall be payable as to interest on each February 1 and August 1, commencing February 1, 2015. The Underwriter shall purchase the Bonds at a purchase price of $ $___________ (representing consisting of the aggregate principal amount of the Series B Bonds of $ $________, plus original issue net reoffering premium of $ $_________, and less Underwriter’s an underwriting discount of $ $________). The At the District’s request, the Underwriter will transfer the amount of $________ from the purchase price of the Bonds for payment of costs of issuance of the Bonds as set forth in Section 12 hereof. Inasmuch as this purchase and sale represents a negotiated transaction, the District acknowledges and agrees that: (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length length, commercial transaction between the District and the Underwriter and that in which the Underwriter has is acting solely as principals and are not acting as municipal advisors, financial and other interests that differ from those of advisors, or fiduciaries to the District, (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed (individually or collectively) any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings undertakings, and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is are currently providing other services to the District on other matters), (iii) the Underwriter is acting solely in its capacity as Underwriter for its own account, (iv) the only obligations obligation the Underwriter has to the District with respect to the transaction contemplated hereby is expressly are set forth in this Purchase Agreement, ; and (ivv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District further acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”). The proceeds of the Bonds will be used (a) to finance the projects authorized by District voters at the November 8, 2011 election held in the District, and (b) to pay the related costs of issuing the Bonds.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the public, public and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds $ aggregate principal amount of the District’s Buena Park School District (County of Orange, California) General Obligation Bonds, Election of 2014, Series 2017 (the “Bonds”). The Bonds shall be issued in the principal amounts and shall bear interest at the rates set forth in Exhibit A hereto and shall be issued in fully registered form, in the authorized denominations of $5,000 or any integral multiple thereof. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing 1, 20 . The Underwriter shall purchase the Bonds at a purchase price of $ (representing the “Purchase Price”) (which represents the aggregate principal amount of the Bonds of $ Bonds, plus net original issue premium of $ , and less Underwriterunderwriter’s discount in the amount of $ ). From the Purchase Price for the Bonds, the Underwriter shall withhold and hereby agrees to wire on the Closing Date (as defined below), $ in immediately available funds to U.S. Bank National Association, as costs administrator, to pay the costs of issuance of the Bonds as provided in Section 10 of this Purchase Agreement. The remaining amount of the Purchase Price ($ ), in immediately available funds, shall be delivered to or upon the order of the County of Orange (the “County”) on behalf of the District by check, draft or wire transfer. The District acknowledges and agrees that: (i) that the primary role purchase and sale of the Underwriter Bonds pursuant to this Bond Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District and the Underwriter Underwriter, and that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting solely as a an underwriter and principal in connection with the matters contemplated by and with respect to all communications under this Bond Purchase Agreement and is not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to of the District or any other person or entity the District’s advisor in connection with the matters contemplated by this Bond Purchase Agreement. In connection with the purchase and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate sale of the UnderwriterBonds, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (“MSRB”) Rule G- 17 Disclosures, and that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBsuch letter.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter Underwriters hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter Underwriters for such purpose, all (but not less than all) of $ in aggregate principal amount of the aboveMountain View-captioned bonds Los Altos Union High School District (Santa Clara County, California) General Obligation Bonds, Election of 2018, Series C (the “Bonds”). The Underwriter Underwriters shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus a net original issue premium of $ , less Underwriter’s Underwriters’ discount of $ ). The District acknowledges and agrees that: (i) the primary role of the Underwriter Underwriters is to purchase the Bonds securities for resale to investors in an arms-length commercial transaction between the District and the Underwriter Underwriters and that the Underwriter has Underwriters have financial and other interests that differ from those of the District, (ii) the Underwriter is Underwriters are acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisors, financial advisoradvisors, agent agents or fiduciary fiduciaries to the District or any other person or entity and has have not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has Underwriters have provided other services or is are currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has Underwriters have to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase AgreementContract, except as otherwise provided by applicable rules and regulations of the Securities and Exchange Commission (“SEC”) or the rules of the Municipal Securities Rulemaking Board (the “MSRB”), and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter Underwriters with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds $ _ in aggregate principal amount of Oxnard School District (Ventura County, California) 2019 Refunding General Obligation Bonds (Federally Taxable) (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ Bonds, plus less original issue premium discount of $ , less Underwriter’s discount of $ ). The Bonds are issued under the provisions of a resolution adopted by the Board of Trustees of the District on October 9, 2019 (the “Bond Resolution”) and the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53550 of said Code (the “Bond Law”), for the purpose of refinancing on an advance basis certain outstanding bonds of the District (the “Prior Bonds,” and those maturities to be refinanced being the “Refunded Bonds”), as more particularly described in the Bond Resolution. The District acknowledges and agrees that: that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) in connection with such transaction, including the process leading thereto, the Underwriter is and has been acting solely as a principal and not acting as an agent or a municipal advisor (as defined in Section 15B fiduciary of the Securities Exchange Act of 1934District, as amended), financial advisor, agent or fiduciary to (iii) the District or any other person or entity and Underwriter has not assumed any an advisory or a fiduciary responsibility to in favor of the District with respect to the transaction contemplated hereby and offering of the discussions, undertakings and proceedings Bonds or the process leading thereto (irrespective of whether or not the Underwriter, Underwriter or any affiliate of the Underwriter, Underwriter has provided other services advised or is currently providing other services to advising the District on other matters), (iii) the only obligations the Underwriter nor has it assumed any other obligation to the District with respect to except the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement, Agreement and (iv) the District has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, professional advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinoffering of the Bonds. The District acknowledges that it has previously provided the Underwriter with an acknowledgement acknowledgment of receipt of the required underwriter Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to issue, sell and deliver to the Underwriter for such purposeUnderwriter, all (all, but not less than all) , of the above-captioned bonds Issuer’s General Obligation Bonds, Series 2019 (the “Bonds”). The Underwriter shall Inasmuch as this purchase and sale represents a negotiated transaction, the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: (i) the primary role of the Underwriter Underwriter, as an underwriter, is to purchase the Bonds securities, for resale to investors investors, in an armsarm’s-length commercial transaction between the District Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, Issuer; (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisor, financial advisor, agent or fiduciary to the District or any other person or entity Issuer and has not assumed any advisory or fiduciary responsibility to the District Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District Issuer on other matters), ; (iii) the only obligations the Underwriter has to the District Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, ; and (iv) the District Issuer has consulted its own legal, accounting, tax, financial tax and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated hereindeems appropriate. The District acknowledges that it has previously provided dated date and first interest payment date, the Underwriter with an acknowledgement of receipt maturities, the interest rates per annum and resulting yields and the redemption provisions for the Bonds are set forth in the Schedule hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of, the resolution adopted by the City Council of the required underwriter disclosure under Rule G-17 Issuer (the “City Council”) at a meeting duly called, noticed and held on (the “Bond Ordinance”). The purchase price for the Bonds shall be $ , which represents the aggregate principal amount of the MSRB$ plus original issue premium of $ , less an underwriting discount of $ .

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the basis of the respective representations, warranties and agreements herein covenants set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the publicCity, and the District City hereby agrees to sell to the Underwriter for such purposeUnderwriters, all (but not less than all) of the above-captioned bonds (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price an aggregate of $ (representing the $164,265,000 in principal amount of the Bonds of $ City's Dallas Cowboys Complex Special Obligations Tax-Exempt Special Tax Bonds, plus original issue premium of $ , less Underwriter’s discount of $ )Series 2005B (the "Bonds") which are being remarketed as bonds bearing interest at a fixed rate and to deliver the purchase price to the Tender Agent who shall deposit such proceeds to the Remarketing Proceeds Account. The District acknowledges Bonds shall be dated and agrees that: (i) bear interest from the primary role of Closing Date and shall have the Underwriter is to purchase payment dates and payment amounts, redemption provisions, interest rates per annum and resulting yields or prices as set forth in Schedule 1 attached hereto and described in the Remarketing Circular. The Bonds for resale to investors shall otherwise have such terms and provisions as set forth and described in an arms-length commercial transaction between the District Remarketing Circular and the Underwriter City’s Dallas Cowboys Complex Master Debt 50087227.2/09102374 1 Ordinance adopted by the City on July 5, 2005 (the “Master Ordinance”) and the City’s Second Supplemental Dallas Cowboys Complex Debt Ordinance adopted by the City on July 5, 2005 (the “Second Supplemental Master Ordinance” and together with the Master Ordinance, the “Ordinance”) ▇.▇. ▇▇▇▇▇▇ Securities Inc. represents that it has been duly authorized to execute this Purchase Agreement and has been duly authorized to act hereunder as the Representative. All actions which may be taken hereunder by the Underwriters may be taken by the Representative alone. In as much as this purchase and sale represents a negotiated transaction, the City understands, and hereby confirms, that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting as a principal and Remarketing Agent are not acting as a municipal advisor (as defined in Section 15B fiduciaries of the Securities Exchange Act City, but rather are acting solely in their individual capacities as an remarketing agent for their own accounts. For remarketing the Bonds, the Underwriters shall be paid a fee of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein$ . The District acknowledges that it has previously provided Bonds will be purchased by the Underwriter Underwriters with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.settlement and delivery to be made through The Depository Trust Company

Appears in 1 contract

Sources: Remarketing Purchase Agreement

Purchase and Sale of the Bonds. (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the public, public and the District hereby agrees to sell to the Underwriter Underwriters for such purpose, all (but not less than all) of the above-captioned bonds $[ ] aggregate principal amount of the District’s San ▇▇▇▇▇ Valley Unified School District (Contra Costa County, California) General Obligation Refunding Bonds, Series 2020 (Federally Taxable) (the “Bonds”). The Underwriter Bonds shall be issued in the principal amounts and shall bear interest at the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall be issued in fully registered form, in the authorized denominations of $5,000 or any integral multiple thereof. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing February 1, 2021. (b) The Underwriters shall purchase the Bonds at a purchase price of $ $[ ] (representing the “Purchase Price”) (which represents the aggregate principal amount of the Bonds, and less the Underwriters’ discount in the amount of $[ ]) in immediately available funds by check, draft or wire transfer to or upon the order of the District, as follows: (i) to The Bank of New York Mellon Trust Company, N.A., as escrow bank (the “Escrow Bank”), the amount of $[ ], to be applied to the refunding of the Prior Bonds (as defined below), [and] (ii) to The Bank of $ New York Mellon Trust Company, plus original issue N.A., as costs administrator, the amount of $[ ][, and (iii) to the Insurer (defined herein), the amount of $[ ], representing the premium of $ , less Underwriter’s discount of $ and fees for the Policy (defined herein). .] (c) The District acknowledges and agrees that: (ia) the primary role purchase and sale of the Underwriter Bonds pursuant to this Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, Underwriters; (iib) the Underwriter is Underwriters are acting solely as a principal underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement, including the process leading thereto, and are not acting as a municipal advisor the agents or fiduciaries of the District or as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), financial advisor, agent or fiduciary to ) of the District or any and its advisors in connection with the matters contemplated by this Purchase Agreement; (c) the Underwriters have financial and other person or entity and has not interests that differ from those of the District; (d) the Underwriters have neither assumed any an advisory or fiduciary responsibility to in favor of the District with respect to the transaction contemplated hereby and offering of the discussions, undertakings and proceedings Bonds or the process leading thereto (irrespective of whether or not the UnderwriterUnderwriters, or any affiliate of the UnderwriterUnderwriters, has provided other services have advised or is are currently providing other services to advising the District on other matters), (iii) the only obligations the Underwriter has nor have they assumed any other obligation to the District with respect to except the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement, ; and (ive) in connection with the purchase and sale of the Bonds, the District has consulted its own legalfinancial, accounting, tax, financial legal and other advisors, as applicable, advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District also acknowledges that it previously received from the Underwriters a letter regarding the Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 Disclosures, and that it has previously provided to the Underwriter with Underwriters an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBsuch letter.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriter, all (all, but not less than all) , of the above-captioned bonds Issuer’s $ Unlimited Tax Road Bonds, Series 2018 (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Agreement is to purchase the Bonds for resale to investors in an arms-arm’s- length commercial transaction between the District Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the DistrictUnderwriter, (ii) in connection therewith and 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 a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to of the District or any other person or entity and Issuer, (iii) the Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the District Issuer with respect to the transaction offering contemplated hereby and or the discussions, undertakings undertakings, and proceedings procedures leading thereto (irrespective regardless of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District Issuer on other matters), (iii) the only obligations and the Underwriter has no obligation to the District Issuer with respect to the transaction offering contemplated hereby except the obligations expressly are set forth in this Purchase Agreement, and (iv) the District Issuer has consulted its own legal, accountingfinancial, tax, financial and other advisors, as applicable, advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District acknowledges principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the bond order adopted by the Issuer on December 4, 2018 (the “Bond Order”). The purchase price for the Bonds shall be $ (representing the par amount of the Bonds, plus a reoffering premium of $ , and less an underwriting discount of $ ). Delivered to the Issuer herewith is the Underwriter’s good-faith corporate check payable to the order of the Issuer in the amount of $23,450 (the “Check”). In the event the Issuer does not accept this offer, the Check shall be promptly returned to the Underwriter. Upon the Issuer’s acceptance and countersignature of this offer, the Check (i) shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriter of its obligations, subject to the terms and conditions herein set forth, to purchase and accept delivery of the Bonds at the Closing, and (ii) shall be applied and disposed of by the Issuer solely as provided in this Agreement. In the event of the Underwriter’s compliance with such obligation to purchase and accept delivery of the Bonds at the Closing, the Check shall be returned to the Underwriter at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, the Check shall be returned promptly to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds at the Closing, the Issuer shall become entitled to cash or negotiate the Check, and the proceeds thereof shall be retained by the Issuer as and for fully liquidated damages for such failure and for any and all defaults on the part of the Underwriter, and (except as set forth in Sections 9 and 11 hereof) no party shall have any further rights against the other hereunder. The Underwriter and the Issuer understand that in such event the Issuer’s actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the Issuer’s actual damages are less than such amount, and the Issuer’s acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriter. The Underwriter hereby represents and warrants that it has previously provided is exempt from the requirements of Section 2252.908 of the Texas Government Code, as amended, pursuant to subsection (c)(4) thereof, and, accordingly, the Underwriter with an acknowledgement is not required to file a Certificate of receipt of the required underwriter disclosure under Rule G-17 of the MSRBInterested Parties Form 1295 otherwise prescribed thereunder.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriters, all (all, but not less than all) , of the above-captioned bonds Issuer’s $ Rental Car Special Facility Revenue Bonds, Taxable Series 2013 (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the DistrictUnderwriters, (ii) in connection therewith and with the Underwriter is discussions, undertakings, and procedures leading up to the consummation of this transaction, the Underwriters are and have been acting solely as a principal principals and are not acting as a municipal advisor (as defined in Section 15B the agents or fiduciaries of the Securities Exchange Act of 1934Issuer, as amended), financial advisor, agent or fiduciary to (iii) the District or any other person or entity and has Underwriters have not assumed any an advisory or fiduciary responsibility to in favor of the District Issuer with respect to the transaction contemplated hereby and offering described herein or the discussions, undertakings undertakings, and proceedings procedures leading thereto (irrespective regardless of whether the Underwriter, or any affiliate of the Underwriter, has Underwriters have provided other services or is are currently providing other services to the District Issuer on other matters), (iii) and the only obligations the Underwriter has Underwriters have no obligation to the District Issuer with respect to the transaction contemplated hereby offering described herein except as expressly are set forth in this Purchase Agreement, and (iv) the District Issuer has consulted its own legal, tax, accounting, tax, financial and other advisors, as applicable, advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District acknowledges that it Representative has previously provided been duly authorized by the Underwriter with an acknowledgement of receipt Underwriters to enter this Agreement and to act hereunder on their behalf. The principal amount of the required underwriter disclosure Bonds to be issued, the dated date therefor, the maturities and redemption provisions and interest rates per annum are set forth in Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under Rule G-17 and pursuant to the provisions of a trust indenture, dated as of , 2013, (the “Indenture”) between the Issuer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), and a bond ordinance adopted by the Issuer on , 2013 (the “Ordinance”). The purchase price for the Bonds shall be $ (representing the par amount of the MSRBBonds, plus a net original issue premium of $ and less an underwriting discount of $ ). Delivered to the Issuer herewith is the Representative’s good-faith corporate check payable to the order of the Issuer in the amount of $ (the “Check”). In the event the Issuer does not accept this offer, the Check shall be promptly returned uncashed to the Representative. Upon the Issuer’s acceptance and countersignature of this offer, the Check (i) shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriters of their obligation, subject to the terms and conditions herein set forth, to purchase and accept delivery of the Bonds at the Closing (as hereinafter defined), and (ii) shall be applied and disposed of by the Issuer solely as provided in this Agreement. In the event of the Underwriters’ compliance with such obligation to purchase and accept delivery of the Bonds as herein provided, the Check shall be returned to the Representative at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligation of the Underwriters contained in this Agreement, or if the obligation of the Underwriters shall be terminated for any reason permitted by this Agreement, the Check shall be returned promptly to the Representative. In the event that the Underwriters fail (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds as herein provided, the Issuer shall become entitled to cash or negotiate the Check, and the proceeds thereof shall be retained by the Issuer as and for fully liquidated damages for such failure and for any and all defaults on the part of the Representative and such proceeds shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. The Representative agrees not to stop payment on the Check, or cause payment on the Check to be stopped, unless the Issuer has breached the terms of this Agreement. The Representative and the Issuer understand that in such event the Issuer’s actual damages may be greater or may be less than such amount. Accordingly, the Underwriters hereby waive any right to claim that the Issuer’s actual damages are less than such amount, and the Issuer’s acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriters.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees jointly and severally agree to purchase from the District for reoffering to the publicAuthority, and the District Authority hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriters, all (but not less than all) of the above-captioned bonds $[PAR] aggregate principal amount of Public Facilities Financing Authority of the City of San Diego Lease Revenue Bonds, Series 2017[ ] (Balboa Park Parking Related Public Improvements) (the “Bonds”). The Underwriter shall Bonds will bear interest from the Closing Date (as hereinafter defined) at the respective rates and will mature in the principal amounts on the respective dates set forth on Schedule I attached hereto. The purchase price for the Bonds at a purchase price of $ (representing shall be $[ ], being the principal amount of the Bonds of $ , plus [plus/less] an original issue premium [premium/discount] of $ , $[ ] and less Underwriter’s an Underwriters’ discount of $ $[ ]. The Representative represents and warrants that: (a) it has been duly authorized by and on behalf of the Underwriters to execute this Bond Purchase Agreement; and (b) it has been duly authorized by the Underwriters to act hereunder and, as the representative of the Underwriters, to take all actions, and waive any condition or requirement, required or permitted to be taken or waived hereunder by the Underwriters. The Underwriters shall not designate any other representative except upon the approval of the City (which approval shall not be unreasonably withheld). The District acknowledges Underwriters agree to comply with all applicable Securities and agrees Exchange Commission rules and rules of the Municipal Securities Rulemaking Board (the “MSRB”) governing the offering, sale and delivery of the Bonds to ultimate purchasers. The Authority and the City acknowledge and agree that: (i) the primary role of the Underwriter Underwriters, as underwriters, is to purchase the Bonds securities, for resale to investors investors, in an arms-arm’s length commercial transaction between among the District Authority, the City and the Underwriter Underwriters and that the Underwriter has Underwriters have financial and other interests that differ from those of the District, Authority and/or the City; (ii) the Underwriter is Underwriters are acting solely as a principal principals and are not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisors, financial advisor, agent advisors or fiduciary fiduciaries to the District Authority or any other person or entity the City and has have not assumed any advisory or fiduciary responsibility to the District Authority or the City with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has Underwriters have provided other services or is are currently providing other services to the District Authority or the City on other matters), ; (iii) other than as imposed by law, the only obligations the Underwriter has Underwriters have to the District Authority and/or the City with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.; and

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the public, public and the District hereby agrees to sell to the Underwriter Underwriters for such purpose, all (but not less than all) of the above-captioned bonds $[ ] aggregate principal amount of the District’s San ▇▇▇▇▇ Valley Unified School District (Contra Costa County, California) General Obligation Refunding Bonds, Series 2021 (Federally Taxable) (the “Bonds”). The Underwriter Bonds shall be issued in the principal amounts and shall bear interest at the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall be issued in fully registered form, in the authorized denominations of $5,000 or any integral multiple thereof. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing February 1, 2022. (b) The Underwriters shall purchase the Bonds at a purchase price of $ $[ ] (representing the “Purchase Price”) (which represents the aggregate principal amount of the Bonds of $ Bonds, plus [plus/less] [net] original issue [premium/discount] of $[ ], and less the Underwriters’ discount in the amount of $[ ]) in immediately available funds by check, draft or wire transfer to or upon the order of the District, as follows: (i) to The Bank of New York Mellon Trust Company, N.A., as escrow bank (the “Escrow Bank”), the amount of $[ ], to be applied to the refunding of the Prior Bonds (as defined below), [and] (ii) to The Bank of New York Mellon Trust Company, N.A., as costs administrator, the amount of $[ ][, and (iii) to the Insurer (defined herein), the amount of $[ ], representing the premium of $ , less Underwriter’s discount of $ and fees for the Policy (defined herein). .] (c) The District acknowledges and agrees that: (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, Underwriters; (ii) the Underwriter is Underwriters are acting solely as a principal underwriters and principals in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement, and are not acting as a municipal advisor the agents or fiduciaries of the District or as Municipal Advisors (as defined in Section 15B of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”)) of the District and its advisors in connection with the matters contemplated by this Purchase Agreement; (iii) the Underwriters have financial and other interests that differ from those of the District; (iv) in connection with the purchase and sale of the Bonds, financial advisorthe District has consulted its own financial, agent or fiduciary legal and other advisors to the District or any other person or entity and extent it has not deemed appropriate; and (v) the Underwriters have neither assumed any an advisory or fiduciary responsibility to in favor of the District with respect to the transaction contemplated hereby and offering of the discussions, undertakings and proceedings Bonds or the process leading thereto (irrespective of whether or not the UnderwriterUnderwriters, or any affiliate of the UnderwriterUnderwriters, has provided other services have advised or is are currently providing other services to advising the District on other matters), (iii) the only obligations the Underwriter has nor have they assumed any other obligation to the District with respect to except the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District also acknowledges that it previously received from the Underwriters a letter regarding the Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 Disclosures, and that it has previously provided to the Underwriter with Underwriters an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBsuch letter.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District acknowledges and agrees that: (i) the primary role of the Underwriter is to purchase the Bonds for resale to investors in an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRB.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of $ aggregate principal amount of the above-captioned bonds Oxnard School District (Ventura County, California) General Obligation Bonds, Election of 2016, Series C (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ Bonds, plus original issue premium of $ , less Underwriter’s discount of $ , less $ to be applied to pay costs of issuance, inclusive of the premium for bond insurance, as more particularly described in Section 14). The District acknowledges and agrees that: (i) the primary role of the Underwriter is to purchase the Bonds securities for resale to investors in an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting solely as a principal and is not acting as an agent, a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisor, financial advisor, agent advisor or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds $ in aggregate principal amount of Newark Unified School District (Alameda County, California) 2022 Refunding General Obligation Bonds (Federally Taxable) (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The Bonds are issued under the provisions of a resolution adopted by the Board of Trustees of the District on December 16, 2021 (the “Bond Resolution”) and the provisions of Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53550 of said Code (the “Bond Law”), for the purpose of refinancing on an advance basis certain outstanding bonds of the District (the “Prior Bonds,” and those maturities to be refinanced being the “Refunded Bonds”), as more particularly described in the Bond Resolution. The District acknowledges and agrees that: that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Purchase Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District and the Underwriter and that Underwriter, (ii) in connection with such transaction, the Underwriter has financial is acting solely as a principal and other interests that differ from those not as an agent or a fiduciary of the District, (iiiii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory (individually or collectively) a fiduciary responsibility to in favor of the District with respect to (x) the transaction contemplated hereby and offering of the discussions, undertakings and proceedings Bonds or the process leading thereto (irrespective of whether or not the Underwriter, Underwriter or any affiliate of the Underwriter, Underwriter has provided other services advised or is currently providing other services to advising the District on other matters), ) or (iiiy) the only obligations the Underwriter has any other obligation to the District with respect to except the transaction contemplated hereby obligations expressly are set forth in this Purchase Agreement, Agreement and (iv) the District has consulted with its own legal, accounting, tax, financial and other advisors, as applicable, professional advisors to the extent it has deemed appropriate in connection with the transaction contemplated hereinoffering of the Bonds. The District acknowledges that it has previously provided the Underwriter with an acknowledgement acknowledgment of receipt of the required underwriter Underwriter disclosure under Rule G-17 of the Municipal Securities Rulemaking Board (the “MSRB”).

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. (a) Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the public, public and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds $ aggregate principal amount of the Buena Park School District (County of Orange, California) General Obligation Bonds, Election of 2014, Series 2018 (the “Bonds”). (b) The Bonds shall be issued in the principal amounts and shall bear interest at the rates and shall mature on the dates and in the years shown on Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall bear interest payable from the date thereof and such interest shall be payable on each February 1 and August 1, commencing August 1, 2018. (c) The Underwriter shall purchase the Bonds at a purchase price of $ (representing the “Purchase Price”) [(which represents the aggregate principal amount of the Bonds Bonds, [plus/less] [net] original issue [premium/discount] of $ , plus original issue premium of $ , and less Underwriterunderwriter’s discount in the amount of $ )]. From the Purchase Price, the Underwriter shall withhold and hereby agree to wire on the Closing Date (as defined below), in immediately available funds by check, draft or wire transfer [as follows: (i)] to U.S. Bank National Association, as costs administrator, the amount of $ to pay the costs of issuance of the Bonds as provided in Section 10 hereof [and (ii) to the Insurer (as defined below), the amount of $ _, to be applied to the payment of the premium and fees for the Policy (as defined below)]. The remaining amount of the Purchase Price ($ ), shall be paid, in immediately available funds, by wire transfer to or upon the order of the County of Orange (the “County”) on behalf of the District on the Closing Date. (d) The District acknowledges and agrees that: (i) the primary role of the Underwriter Underwriter, as an underwriter, is to purchase the Bonds securities, for resale to investors investors, in an arms-arm’s length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, ; (ii) the Underwriter is acting solely as a principal and is not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisor, financial advisor, agent advisor or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District on other matters), ; (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, ; and (iv) the District has consulted its own financial and/or municipal, legal, accounting, tax, tax financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District also acknowledges that it previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 Disclosures, and that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter disclosure under Rule G-17 of the MSRBsuch letter.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter Underwriters hereby agrees agree to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to issue, sell and deliver to the Underwriter for such purposeUnderwriters, all (all, but not less than all) , of the above-captioned bonds Issuer’s Utility Systems Revenue Refunding Bonds, Series 2016 (the “Bonds”). The Underwriter shall purchase Issuer and the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District acknowledges Underwriters acknowledge and agrees agree that: (i) the primary role of the Underwriter Underwriters, as underwriters, is to purchase the Bonds securities, for resale to investors investors, in an arms-arm’s length commercial transaction between the District Issuer and the Underwriter Underwriters and that the Underwriter has Underwriters have financial and other interests that differ from those of the District, Issuer; (ii) the Underwriter is Underwriters are acting solely as a principal and are not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisor, financial advisor, agent advisor or fiduciary to the District or any other person or entity Issuer and has have not assumed any advisory or fiduciary responsibility to the District Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, has Underwriters have provided other services or is are currently providing other services to the District Issuer on other matters), ; (iii) the only obligations the Underwriter has Underwriters have to the District Issuer with respect to the transaction contemplated hereby expressly are set forth in this Bond Purchase Agreement, and ; and (iv) the District Issuer has consulted its own financial and/or municipal, legal, accounting, tax, financial tax and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District acknowledges that it Representative has previously provided the Underwriter with an acknowledgement of receipt been duly authorized to execute this Bond Purchase Agreement and to act hereunder. The principal amount of the required underwriter disclosure Bonds to be issued, the dated date therefor, the maturities, the redemption provisions and interest rates per annum and resulting yields are set forth in Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under Rule G-17 and pursuant to the provisions of, a Resolution adopted by the Mayor and Council of the MSRBIssuer at a meeting duly called, noticed and held on July 29, 1991 (the “Master Resolution”), as supplemented and amended, including by the Supplemental Resolution, adopted by the Mayor and Council of the Issuer on , 2016 (the Master Resolution as so supplemented, the “Bond Resolution”). The purchase price for the Bonds shall be $ , representing the aggregate of (a) the par amount of the Bonds, less (b) the [net] reoffering discount on the Bonds of $ , and less (c) an underwriting discount of $ . In order to assist the Underwriters in complying with Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”), the Issuer will undertake, pursuant to the Continuing Disclosure Undertaking (the “Undertaking”) of the Issuer, which satisfies the requirements of section (b)(5)(i) of the Rule. A description of the Undertaking is set forth in, and a form of such undertaking is attached as an appendix to, the Preliminary Official Statement and the Official Statement (each as defined below).

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriter, all (all, but not less than all) , of the above-captioned bonds Issuer’s $ Unlimited Tax Road Bonds, Series 2016 (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: that (i) the primary role purchase and sale of the Underwriter Bonds pursuant to this Agreement is to purchase the Bonds for resale to investors in an armsarm’s-length commercial transaction between the District Issuer and the Underwriter and that the Underwriter has financial and other interests that differ from those of the DistrictUnderwriter, (ii) in connection therewith and 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 a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to of the District or any other person or entity and Issuer, (iii) the Underwriter has not assumed any an advisory or fiduciary responsibility to in favor of the District Issuer with respect to the transaction offering contemplated hereby and or the discussions, undertakings undertakings, and proceedings procedures leading thereto (irrespective regardless of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District Issuer on other matters), (iii) the only obligations and the Underwriter has no obligation to the District Issuer with respect to the transaction offering contemplated hereby except the obligations expressly are set forth in this Purchase Agreement, and (iv) the District Issuer has consulted its own legal, accountingfinancial, tax, financial and other advisors, as applicable, advisors to the extent it has deemed appropriate appropriate. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in connection Schedule I hereto. The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of the bond order adopted by the Issuer on August 16, 2016 (the “Bond Order”). The purchase price for the Bonds shall be $ (representing the par amount of the Bonds, plus a reoffering premium of $ , and less an underwriting discount of $ ). Delivered to the Issuer herewith is the Underwriter’s good-faith corporate check payable to the order of the Issuer in the amount of $56,950 (the “Check”). In the event the Issuer does not accept this offer, the Check shall be promptly returned to the Underwriter. Upon the Issuer’s acceptance and countersignature of this offer, the Check (i) shall not be cashed or negotiated but shall be held and retained in safekeeping by the Issuer as security for the performance by the Underwriter of its obligations, subject to the terms and conditions herein set forth, to purchase and accept delivery of the Bonds at the Closing, and (ii) shall be applied and disposed of by the Issuer solely as provided in this Agreement. In the event of the Underwriter’s compliance with such obligation to purchase and accept delivery of the Bonds at the Closing, the Check shall be returned to the Underwriter at the Closing. In the event of the failure by the Issuer to deliver the Bonds at the Closing, or if the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter contained in this Agreement, or if the obligations of the Underwriter shall be terminated for any reason permitted by this Agreement, the Check shall be returned promptly to the Underwriter. In the event that the Underwriter fails (other than for a reason permitted hereunder) to purchase and accept delivery of the Bonds at the Closing, the Issuer shall become entitled to cash or negotiate the Check, and the proceeds thereof shall be retained by the Issuer as and for fully liquidated damages for such failure and for any and all defaults on the part of the Underwriter, and (except as set forth in Sections 8 and 10 hereof) no party shall have any further rights against the other hereunder. The Underwriter and the Issuer understand that in such event the Issuer’s actual damages may be greater or may be less than such amount. Accordingly, the Underwriter hereby waives any right to claim that the Issuer’s actual damages are less than such amount, and the Issuer’s acceptance of this offer shall constitute a waiver of any right the Issuer may have to additional damages from the Underwriter. In addition, the Underwriter has delivered the Certificate of Interested Parties Form 1295 (“Form 1295”) and certification of filing generated by the Texas Ethics Commission’s electronic portal, signed by an authorized agent of each respective entity, prior to the execution of this Agreement by the Issuer and the Underwriter. The Underwriter and the Issuer understand and agree that, with the transaction contemplated herein. The District acknowledges that it has previously provided exception of information identifying the Underwriter with an acknowledgement of receipt of Issuer and the required underwriter disclosure under Rule G-17 of contract identification number in the MSRBUnderwriter’s Form 1295, neither the Issuer nor its consultants are responsible for the information contained in the Form 1295 and neither the Issuer nor its consultants have verified such information.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Conditioned upon market availability, usual and customary Underwriter review and approvals, customary bond documentation and opinions and the terms and conditions absence of either party terminating this Agreement pursuant to Section 8 herein, and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriter, all (but not less than all) of the above-captioned bonds Issuer’s Lease Revenue Bonds (the “Bonds”), authorized for issuance in one or more series under an amended and restated resolution adopted by the Issuer on October 11, 2023 (the “Bond Resolution”) and more fully described herein. The Underwriter shall Inasmuch as this purchase and sale represents a negotiated transaction, the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: (i) the primary role of the Underwriter transaction contemplated by this Agreement is to purchase the Bonds for resale to investors in an arms-length arm’s length, commercial transaction between the District Issuer and the Underwriter and that in which the Underwriter has is acting solely as a principal and are not acting as a municipal advisor, financial and other interests that differ from those of advisor or fiduciary to the District, Issuer; (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own account, (iiiiv) the only obligations the Underwriter has to the District Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, ; and (ivv) the District Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. The maximum aggregate principal amount of the Bonds to be issued, the maximum annual principal maturity or mandatory redemption amounts, and the maximum interest rate(s) per annum, are set forth in Schedule I attached hereto. The Bonds are described in, and shall be issued and secured under and pursuant to, the terms and conditions of the Bond Resolution and any Bond Agreement authorized thereunder. One or more banks or trust companies as selected by the authorized officials of the Issuer pursuant to the Bond Resolution (the “Trustee”) shall serve as paying agent, sinking fund depositary and registrar for the Bonds. The purchase price for any series of bonds purchased hereunder, including underwriting discount and net original issue discount or original issue premium, shall be negotiated and set forth in a written addendum to this Agreement executed by both parties at least 15 days prior to date of the Closing (as hereinafter defined), and shall not be less than 90.0% nor more than 125.0% of the aggregate principal amount of Bonds to be issued and delivered by the Issuer, plus interest accrued, if any, on the Bonds from the dated date of the Bonds to the date of such Closing. The initial offering prices and yields, interest rate modes, mode conversion provisions, remarketing provisions, optional and mandatory tender provisions, credit or liquidity provisions, optional and mandatory redemption provisions, sources and uses of funds and any other appropriate in connection terms and conditions applicable to the Bonds, not inconsistent with the transaction contemplated hereinBond Resolution and any bond agreement authorized thereunder, also shall be set forth in an addendum to this Agreement and in all respects shall be acceptable to the Issuer in its sole discretion. The District acknowledges that it has previously provided Bonds may, however, be issued and delivered by the Issuer from time to time, on such dates and in such aggregate principal amounts as may be authorized by the Issuer and acceptable to the Underwriter, and the Underwriter with an acknowledgement shall, at the time of receipt issuance and delivery of such Bonds, pay the required underwriter disclosure under Rule G-17 appropriate purchase price set forth above, plus accrued interest, if any, from the dated date of such Bonds to the MSRBdate of delivery of such Bonds.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon the terms and conditions and in reliance upon the representations, warranties and agreements herein set forth, the Underwriter hereby agrees to purchase from the District for reoffering to the public, and the District hereby agrees to sell to the Underwriter for such purpose, all (but not less than all) of the above-captioned bonds (the “Bonds”). The Underwriter shall purchase the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ , and less $ to be paid directly to the Bond Insurer (defined herein) with respect to the Bond Insurance Policy (defined herein)). The District acknowledges and agrees that: (i) the primary role of the Underwriter is to purchase the Bonds securities for resale to investors in an arms-length commercial transaction between the District and the Underwriter and that the Underwriter has financial and other interests that differ from those of the District, (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended)advisor, financial advisor, agent advisor or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings leading thereto (irrespective of whether the Underwriter, Underwriter or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District on other matters), (iii) the only obligations the Underwriter has to the District with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, and (iv) the District has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated herein. The District acknowledges that it has previously provided the Underwriter with an acknowledgement of receipt of the required underwriter Underwriter disclosure under Rule G-17 of the MSRB. The District acknowledges that it has engaged ▇▇▇▇ ▇▇▇▇▇ & Company, Inc. as its municipal advisor (as defined in Securities and Exchange Commission Rule 15Ba1).

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon Subject to the terms and conditions and in reliance upon the representations, warranties and agreements herein set forthforth herein, the Underwriter hereby agrees to purchase from the District for reoffering to the publicIssuer, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purposeUnderwriter, all (all, but not less than all) , of the above-captioned bonds Issuer’s General Obligation Bonds, Series of 2021 (the “Bonds”). The Underwriter shall Inasmuch as this purchase and sale represents a negotiated transaction, the Bonds at a purchase price of $ (representing the principal amount of the Bonds of $ , plus original issue premium of $ , less Underwriter’s discount of $ ). The District Issuer acknowledges and agrees that: (ithat:(i) the primary role of the Underwriter transaction contemplated by this Agreement is to purchase the Bonds for resale to investors in an arms-length arm’s length, commercial transaction between the District Issuer and the Underwriter and that in which the Underwriter has is acting solely as a principal and is not acting as a municipal advisor, financial and other interests that differ from those of advisor or fiduciary to the District, Issuer; (ii) the Underwriter is acting as a principal and not acting as a municipal advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended), financial advisor, agent or fiduciary to the District or any other person or entity and has not assumed any advisory or fiduciary responsibility to the District Issuer with respect to the transaction contemplated hereby and the discussions, undertakings and proceedings procedures leading thereto (irrespective of whether the Underwriter, or any affiliate of the Underwriter, Underwriter has provided other services or is currently providing other services to the District Issuer on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own accounts, (iiiiv) the only obligations the Underwriter has to the District Issuer with respect to the transaction contemplated hereby expressly are set forth in this Purchase Agreement, ; and (ivv) the District Issuer has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate in connection with the transaction contemplated hereinappropriate. The District acknowledges that it Underwriter has previously provided the Underwriter with an acknowledgement of receipt been duly authorized to execute this agreement and to act hereunder. The principal amount of the required underwriter disclosure Bonds to be issued, the dated date therefor, the maturities and interest rates per annum are set forth in Schedule I hereto. The optional and mandatory sinking fund redemption provisions are set forth in Schedule II hereto. The Bonds shall be as described in, and shall be issued and secured under Rule G-17 and pursuant to the provisions of the MSRBOrdinance enacted by the Issuer on , 2021 (the “Bond Ordinance”). The purchase price for the Bonds shall be $ plus interest accrued on the Bonds, if any, from the dated date of the Bonds to the Closing Date (as hereinafter defined). The purchase price equals the principal amount of the Bonds, less an underwriter’s discount of $ plus a net original issue premium of $ .

Appears in 1 contract

Sources: Bond Purchase Agreement