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 (i) $ aggregate principal amount of the District’s 2021 General Obligation Refunding Bonds, Series A (Tax-Exempt) (the “Series A Bonds”) and (ii) $ aggregate principal amount of the District’s 2021 General Obligation Refunding Bonds, Series B (Federally Taxable) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”). The Bonds shall be issued as current interest bonds, and shall bear interest at the rates, shall mature in the years and shall be subject to redemption as shown on Appendix A hereto, which is incorporated herein by this reference. The Bonds shall be dated the date of delivery thereof (the “Date of Delivery”) and shall bear interest from such date, payable semiannually on each February 1 and August 1, commencing August 1, 2021. The Underwriter shall purchase the Series A Bonds at a price of $ (consisting of the initial principal amount of the Series A Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of $ ). The Underwriter shall purchase the Series B Bonds at a price of $ (consisting of the initial principal amount of the Series B Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of $ ).

Appears in 1 contract

Sources: Purchase Contract

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 following bonds: (ia) $ in aggregate principal amount of the District’s 2021 Cotati-Rohnert Park Unified School District (Sonoma County, California) General Obligation Refunding BondsBonds 2016 Election, Series A (Tax-Exempt) (the “Series A Bonds”) ). The purchase price of the Series A Bonds shall be $ (representing the principal amount of the Series A Bonds, plus net original issue premium of $ , and less Underwriter’s discount of $ ). (iib) $ in aggregate principal amount of the District’s 2021 Cotati-Rohnert Park Unified School District (Sonoma County, California) General Obligation Refunding Bonds, 2016 Election, Series B (Federally Taxable) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”). The purchase price of the Series B Bonds shall be $ (representing the principal amount of the Series B Bonds, plus net original issue premium of $ , and less an Underwriter’s discount of $ ). At the request of the District, on the Closing Date (as defined herein) the Underwriter will wire to the District’s paying agent the amount of $ for payment of costs of issuance, and will wire to the Insurer (as defined herein) the amount of $ for the bond insurance premium. The Bonds are issued under the provisions of a resolution adopted by the Board of Trustees of the District on , 2017 (the “Bond Resolution”) and the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), all for the purpose of financing educational projects approved by District voters at the November 8, 2016 Election, as more particularly described in the Bond Resolution. The Bonds are issued as current interest bonds, and Current Interest Bonds (as such term is defined in the Bond Resolution). The Bonds shall bear interest at the rates, and shall mature in the years and shall be subject to redemption as shown on Appendix A hereto, which is incorporated herein by this reference. The District acknowledges and agrees that (i) the purchase and sale of the Bonds shall be dated pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the date District and the Underwriter, (ii) in connection with such transaction, including the process leading thereto, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of delivery thereof the District, (iii) the “Date Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of Delivery”the District with respect to (x) the offering of the Bonds or the process leading thereto (whether or not the Underwriter or any affiliate of the Underwriter has advised or is currently advising the District on other matters) or (y) any other obligation to the District except the obligations expressly set forth in this Purchase Agreement, (iv) the Underwriter has financial and shall bear interest other interests that differ from such datethose of the District, payable semiannually on each February 1 and August 1(v) the District has consulted with its own legal, commencing August 1, 2021financial and other professional advisors to the extent it has deemed appropriate in connection with the offering of the Bonds. The District acknowledges that it has previously provided the Underwriter shall purchase the Series A Bonds at a price with an acknowledgment of $ (consisting receipt of the initial principal amount required Underwriter disclosure under Rule G-17 of the Series A Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of $ ). The Underwriter shall purchase the Series B Bonds at a price of $ (consisting of the initial principal amount of the Series B Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of $ )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 (i) $ the $[ ] aggregate principal amount of the District’s 2021 Buena Park School District (County of Orange, California) General Obligation Refunding Bonds, Series A (Tax-Exempt) (the “Series A Bonds”) and (ii) $ aggregate principal amount Election of the District’s 2021 General Obligation Refunding Bonds2014, Series B 2021 (Federally Taxable) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”). . (b) The Bonds shall be issued as current interest bonds, in the principal amounts and shall bear interest at the rates, with the yield to maturity or redemption (as applicable), and shall mature on the dates and in the years and shall be subject to redemption as shown on Appendix Exhibit A hereto, which is incorporated herein by this reference. The Interest on the Bonds shall be dated the date of delivery thereof maturing on and after August 1, 2022 (the “Date of DeliveryTax-Exempt Bonds”) and shall bear interest from such date, is payable semiannually on each February 1 and August 1, commencing August 1, 2021. Interest on the Bonds maturing on July 1, 2021 (the “Federally Taxable Bonds”) is payable at maturity. (c) The Underwriter shall purchase the Series A Bonds at a price of $ $[ ] (consisting of the “Purchase Price”) (which represents the aggregate initial principal amount of the Series A Bonds of $ Bonds, [plus/minusless] net original issue [premium/discount] premium of $ $[ ], and less an Underwriter’s discount in the amount of $ $[ ]). The From the Purchase Price, the Underwriter shall purchase withhold and hereby agrees to wire on the Series B Bonds at a price Closing Date (as defined below), in immediately available funds by check, draft or wire transfer [(i)] to U.S. Bank National Association, as costs administrator, the amount of $ (consisting $[ ] to pay the costs of issuance of the initial Bonds as provided in Section 11 hereof, such amount not exceeding two percent (2%) of the principal amount of the Series B Bonds in accordance with California Education Code Section 15146(h)[, and (ii) to the Insurer (defined herein), the amount of $ representing the premium and fees for the Policy (defined herein)]. The remaining amount of the Purchase Price ($[ ]), [plus/minus] net original issue [premium/discount] 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 purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the District and the Underwriter; (ii) the Underwriter is acting solely as underwriter and principal in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement, less including the process leading thereto, and is not acting as the agent or fiduciary of the District or as Municipal Advisor (as defined in Section 15B of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the District and its advisors in connection with the matters contemplated by this Purchase Agreement, regardless of whether the Underwriter or any affiliates thereof have provided or are providing other services to the District; (iii) the Underwriter has financial and other interests that differ from those of the District; (iv) the Underwriter has neither assumed an advisory or fiduciary responsibility in favor of the District with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter’s discount , or any affiliate of $ )the Underwriter, has advised or is currently advising the District on other matters) nor has it assumed any other obligation to the District except the obligations expressly set forth in this Purchase Agreement; and (v) in connection with the purchase and sale of the Bonds, the District has consulted its own financial, legal and other advisors to the extent it has deemed appropriate. 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 provided to the Underwriter an acknowledgement of such 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 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 (i) the $ aggregate principal amount of the District’s 2021 General Obligation Refunding Bonds, Election of 2014, Series A (Tax-Exempt) 2014A (the “Series A 2014A Bonds”) and (ii) $ aggregate principal amount of the District’s 2021 General Obligation Refunding Bonds, Election of 2014, Series B (Federally Taxable) 2014B (the “Series B 2014B Bonds” and, and together with the Series A 2014A Bonds, the “Bonds”). The Bonds shall be issued as current interest bonds, and shall bear interest at the rates, shall mature on the dates and in the years and shall be subject to redemption as shown on Appendix Exhibit A hereto, which is incorporated herein by this reference. The Bonds shall be dated bear interest payable from the date of delivery thereof (the “Date of Delivery”) and such interest shall bear interest from such date, be payable semiannually on each February 1 and August 1, commencing August February 1, 20212015. The Underwriter shall purchase the Series A Bonds at a price of $ (consisting of the initial “Purchase Price”) (which represents the aggregate principal amount of the Series A Bonds Bonds, plus net original issue premium of $ , [plus/minus] net original issue [premium/discount] of $ , and less an Underwriterunderwriter’s discount in the amount of $ ). The From the Purchase Price for the Bonds, the Underwriter shall purchase withhold and hereby agrees to wire on the Series B Bonds at a price Closing Date (as defined below), $ in immediately available funds to U.S. Bank National Association, as costs administrator, to pay the costs of $ (consisting issuance of the initial principal Bonds as provided in Section 10 of this Purchase Agreement. The remaining amount of the Series B Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of 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 the purchase and sale of the Bonds pursuant to this Purchase Agreement is an arm’s-length commercial transaction between the District and the Underwriter, and the Underwriter is acting solely as underwriter and principal in connection with the matters contemplated by and with respect to all communications under this Purchase Agreement and are not acting as the agent or fiduciary of the District or the District’s advisor in connection with the matters contemplated by this Purchase Agreement. In connection with the purchase and sale of the Bonds, the District has consulted its own legal, financial and other advisors to the extent it has deemed appropriate. 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 provided to the Underwriter an acknowledgement of such letter.

Appears in 1 contract

Sources: Bond Purchase Agreement

Purchase and Sale of the Bonds. Upon (a) 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 Issuer for reoffering offering to the public, and the District Issuer hereby agrees to sell and deliver to the Underwriter for such purpose, all (all, but not less than all) of (i) $ aggregate principal amount , of the District’s 2021 General Obligation Infrastructure Facilities Refunding Revenue Bonds (City of Independence, Missouri, Annual Appropriation Electric System Revenue Bonds, ) Series A 2022 (Tax-Exempt) (the “Series A Bonds”) and (ii) $ aggregate principal amount of the District’s 2021 General Obligation Refunding Bonds, Series B (Federally Taxable) (the “Series B Bonds” and, together with the Series A Bonds, the “Bonds”). The purchase price for the Bonds shall be issued as current interest bonds, and shall bear interest at the rates, shall mature in the years and shall be subject to redemption as shown on Appendix A hereto, which is incorporated herein by this reference. The Bonds shall be dated the date of delivery thereof $ (the “Date of Delivery”) and shall bear interest from such date, payable semiannually on each February 1 and August 1, commencing August 1, 2021. The Underwriter shall purchase the Series A Bonds at a price reflecting original issue premium of $ (consisting of the initial principal amount of the Series A Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less and an Underwriter’s underwriting discount of $ ). The Underwriter payment for and delivery of the Bonds pursuant to Section 7 is called the “Closing.” (b) The Bonds are being issued by the Issuer pursuant to the terms of the Bond Trust Indenture, dated as of May 1, 2022 (the “Indenture”), by and between the Issuer and UMB Bank, N.A., a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”). The Bonds shall purchase mature on the dates, in the years and in the amounts, shall bear interest at fixed interest rates and shall be offered at the initial public offering prices as described on Schedule I attached hereto and made a part hereof. (c) Proceeds of the Bonds will be used to (i) refund, on a current basis, (A) the Issuer’s outstanding Infrastructure Facilities Revenue Bonds (City of Independence, Missouri, Annual Appropriation Electric System Revenue Bonds – Dogwood Project), Series 2012A (the “Series 2012A Refunded Bonds”) and (B) the Issuer’s outstanding Infrastructure Facilities Leasehold Improvement and Refunding Revenue Bonds (City of Independence, Missouri – Electric System Projects), Series 2012F (the “Series 2012F Refunded Bonds,” together with the Series B Bonds at 2012A Refunded Bonds, the “Refunded Bonds”), [**(ii) fund a price debt service reserve fund for the Bonds, and**] (iii) pay the costs of $ (consisting issuance of the initial principal amount Bonds and the incidental costs of refunding the Series B Bonds of $ , [plus/minus] net original issue [premium/discount] of $ , less an Underwriter’s discount of $ )Refunded Bonds.

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 County for reoffering to the public, and the District County hereby agrees to sell in the name and on behalf of the District to the Underwriter Underwriters for such purpose, all (but not less than all) of (i) $ the $[2020F Par] aggregate principal amount of the District’s 2021 West Contra Costa Unified School District General Obligation Refunding Bonds, 2010 Election, 2020 Series A (Tax-Exempt) F (the “Series A 2020F Bonds”) and all (iibut not less than all) $ of the $[2020E Par] aggregate principal amount of the District’s 2021 West Contra Costa Unified School District General Obligation Refunding Bonds, 2012 Election, 2020 Series B (Federally Taxable) E (the “Series B 2020E Bonds” and, together with the Series A 2020F Bonds, the “Bonds”). The Bonds shall be issued as in the form of current interest bonds, and shall bear interest at the rates, shall mature bonds in the years such principal amounts as set forth in Exhibit A hereto and shall be subject to redemption as shown issued in fully registered form in the authorized denominations of $5,000 or any integral mult ip le thereof. Interest on Appendix A hereto, which the Bonds is incorporated herein by this reference. The Bonds shall be dated the date of delivery thereof (the “Date of Delivery”) and shall bear interest from such date, payable semiannually on each February 1 and August 1, commencing August 12020, 2021. and semiannually thereafter on the first day of February and August. (b) The Underwriter Underwriters shall purchase the Series A 2020F Bonds at a price of $ $[2020F Purchase Price] (consisting of the initial “Purchase Price”) (which represents the aggregate principal amount of the Series A 2020F Bonds of $ $[2020F Par], plus [plus/minusan original] net original issue premium of $[premium/discount] 2020F OIP], and less Underwriters’ discount in the amount of $ , less an Underwriter’s discount of $ $[2020F UW Discount]). The Underwriter Underwriters shall purchase the Series B 2020E Bonds at a price of $ $[2020E Purchase Price] (consisting of the initial “Purchase Price”) (which represents the aggregate principal amount of the Series B 2020E Bonds of $ $[2020E Par], plus [plus/minusan original] net original issue premium of $[premium/discount] 2020E OIP], and less Underwriters’ discount in the amount of $ , less an Underwriter’s discount of $ $[2020E UW Discount]). (c) Any authority, discretion, or other power conferred upon the Underwriters by this Purchase Agreement shall be exercised by the Representative alone.

Appears in 1 contract

Sources: Bond Purchase Agreement