Common use of Purchase, Sale and Closing Clause in Contracts

Purchase, Sale and Closing. Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof, and (ii) the Bonds will be authenticated by the Trustee and delivered to the Purchaser in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company to designate (upon at least ten business days’ advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company in the case of a fully-registered Bond specified for authentication and delivery (after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Company by its duly authorized representatives. As is set forth in Section 304 of the Indenture, any such designation which the Trustee receives from the Company shall be treated the same as an order from the Issuer to authenticate the fully-registered Bond so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 business days prior to the Closing Date specified in such designation. At any such Closing, subject to the terms and conditions of the Indenture, the Trustee shall deliver to the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by the Company; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book-entry on the Purchaser’s books or, if the Purchaser is not the Company or its affiliate, by wire transfer of immediately available funds or in kind by the transfer of property. If at any such Closing the Trustee fails to authenticate and deliver the designated fully-registered Bond to the Purchaser as provided herein, the Purchaser may elect to be relieved of any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Purchaser may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Purchaser under the provisions of this Bond Purchase Agreement shall terminate on that date which follows December 31 following the Completion Date (as defined in the Lease) of the Project by one year and after said termination date the Issuer shall have no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser except as otherwise permitted under the Indenture.

Purchase, Sale and Closing. Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof, and (ii) the Bonds will be authenticated by the Trustee and delivered to the Purchaser in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company to designate (upon at least ten business days’ advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company in the case of a fully-registered Bond specified for authentication and delivery (after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Company by its duly authorized representatives. As is set forth in Section 304 of the Indenture, any such designation which the Trustee receives from the Company shall be treated the same as an order from the Issuer to authenticate the fully-registered Bond Xxxx so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 business days prior to the Closing Date specified in such designation. At any such Closing, subject to the terms and conditions of the Indenture, the Trustee shall deliver to the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by the Company; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book-entry on the Purchaser’s books or, if the Purchaser is not the Company or its affiliate, by wire transfer of immediately available funds or in kind by the transfer of property. If at any such Closing the Trustee fails to authenticate and deliver the designated fully-registered Bond to the Purchaser as provided herein, the Purchaser may elect to be relieved of any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Purchaser may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Purchaser under the provisions of this Bond Purchase Agreement shall terminate on that date which follows December 31 following the Completion Date (as defined in the Lease) of the Project by one year and after said termination date the Issuer shall have no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser except as otherwise permitted under the Indenture.

Purchase, Sale and Closing. Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser Bondholder agrees to purchase from the Issuer all of the Bonds that are to be issued at any time and from time to time under the Indenture Financing Agreement and the Issuer hereby agrees to sell to the Purchaser Bondholder all of the Bonds that are to be issued at any time and from time to time under the Indenture Financing Agreement at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the IndentureFinancing Agreement. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(al(a) hereof, and (ii) the Bonds will be authenticated by the Trustee and delivered to the Purchaser Bondholder in one or more installments as the acquisition, construction and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company Bondholder to designate (upon at least ten (10) business days’ advance notice to the Issuer and the TrusteeBondholder), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company Bondholder in the case of a fully-registered Bond specified for authentication and delivery (after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be executed on behalf of the Company Lessee by its duly authorized representativesofficer. As is set forth in Section 304 of the IndentureFinancing Agreement, any such designation which the Trustee Issuer receives from the Company Lessee shall be treated the same as an order from to the Issuer to authenticate deliver the fully-registered Bond so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 business days prior to the Closing Date specified in such designationtherein. At any such Closing, subject to the terms and conditions of the IndentureFinancing Agreement, the Trustee Issuer shall deliver to the Purchaser Bondholder the designated fully-registered Bond in definitive form, duly executed and authenticatedexecuted, in the authorized denomination requested by the CompanyLessee; and the Purchaser Bondholder shall accept delivery and pay the purchase price of such Bond in any manner agreed to be the Lessee and the Bondholder. Notwithstanding anything to the contrary contained herein, in connection with the initial Bond to be issued at closing of the Bond issue and the delivery of the Lease, the Lessee shall convey the Project Facility Site and the improvements to the Project Facility Site, as such improvements then exist, to the Issuer by book-entry on Warranty Deed in return for the Purchaser’s books orinitial Bond in the amount of $34,554,100. Also, if the Purchaser is not Lessee may convey additional portions of the Company Project to the Issuer in return for additional Bonds. Payment for Bonds can be made in cash or its affiliate, by wire transfer of immediately available funds or in kind by the transfer to the Issuer by the Bondholder of propertyproperty to be included in the Project at its “value,” being the Bondholder’s cost (or at its election, its federal income tax basis). Such transfer of property shall be at its “value” treated as if (i) an amount equal to the value of such property was advanced by the Bondholder to the Issuer hereunder with respect to the Bonds, (ii) the cash was deposited by the Issuer in the Project Fund under the Financing Agreement, and (iii) the cash was immediately disbursed from the Project Fund to reimburse the Lessee for such value. Any amounts advanced by the Bondholder in cash, if any, with respect to the Bonds shall be deposited in the Project Fund and used to pay or to reimburse the Issuer and the Lessee for Costs of the Project and transaction costs of issuing the Bonds. If at any such Closing the Trustee Issuer fails to authenticate and deliver the designated fully-registered Bond to the Purchaser Bondholder as provided herein, the Purchaser Bondholder may elect to be relieved of any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Purchaser Bondholder may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Purchaser Bondholder under the provisions of this Bond Purchase Agreement shall terminate on the earlier of (i) that date which follows December 31 following the Completion Date (as defined in the Lease) of the Project by one year or (ii) December 31, 2022, and after said termination date the Issuer shall have no obligation to deliver or to cause to be delivered any new or Additional additional Bonds hereunder or under the IndentureFinancing Agreement. All Bonds issued by the Issuer are to be sold to the Purchaser Bondholder under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser except as otherwise permitted under or pursuant to any other agreement without an agreement in writing signed by the IndentureIssuer and the Lessee.

Purchase, Sale and Closing. Subject to the terms and conditions and in reliance on the representations, warranties and covenants herein set forth, the Purchaser agrees to purchase from the Issuer all of the Bonds that are to be issued at any time and from time to time under the Indenture and the Issuer hereby agrees to sell to the Purchaser all of the Bonds that are to be issued at any time and from time to time under the Indenture at a price of 100% of the principal amount of the Bonds. The sale and purchase of the Bonds will be accomplished in one or more installments as described hereinafter and in Section 304 of the Indenture. The parties agree that (i) the aggregate principal amount of Bonds to be sold and purchased hereunder shall not exceed the principal amount specified in Paragraph 1(a) hereof, and (ii) the Bonds will be authenticated by the Trustee and delivered to or at the direction of the Purchaser in one or more installments as the acquisition, construction construction, renovation, equipping and installation of the Project progresses. The Bond representing the initial installment shall be in a denomination mutually agreed upon by the parties hereto and shall be authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement. It shall be the sole prerogative of the Company Lessee to designate (upon at least ten (10) business days’ , advance notice to the Issuer and the Trustee), the principal amount of each fully-registered Bond to be delivered at any subsequent installment and the date, time and place of the delivery of and payment for such Bond (hereinafter referred to as a “Closing”). The aforesaid designation to be made by the Company Lessee in the case of a fully-registered Bond specified for authentication and delivery (after the first such installment shall have been authenticated and delivered simultaneously with the execution and delivery of this Bond Purchase Agreement) shall be substantially in the form of that which is attached hereto as Exhibit “A” and shall be duly executed on behalf of the Company Lessee. Notwithstanding the foregoing, the Purchaser hereby directs or shall cause the Trustee to be directed in writing to hold the Bond on behalf of the Purchaser until otherwise directed in writing by its duly authorized representativesthe Purchaser. As is set forth in Section 304 of the Indenture, any such designation which the Trustee receives from the Company Lessee shall be treated the same as an order from the Issuer to authenticate the fully-fully- registered Bond so specified therein unless the Issuer shall notify the Trustee in writing to the contrary not less than 10 five (5) business days prior to the Closing Date specified in such designation. At any such Closing, subject to the terms and conditions of the Indenture, the Trustee shall deliver to the Purchaser the designated fully-registered Bond in definitive form, duly executed and authenticated, in the authorized denomination requested by the CompanyLessee; and the Purchaser shall accept delivery and pay the purchase price of such Bond by book-book entry on the Purchaser’s books orbooks, or if the Purchaser is not also the Company Lessee, in cash or its affiliate, by wire transfer to the Trustee or by another method of immediately available funds or in kind by payment satisfactory to the transfer of propertyTrustee and the Purchaser. If at any such Closing the Trustee fails to authenticate and deliver the designated fully-fully- registered Bond to the Purchaser as provided herein, the Purchaser may elect to be relieved of any further obligations under this Bond Purchase Agreement without thereby waiving any other rights the Purchaser may have against the Issuer by reason of such failure. The obligation of the Issuer to sell Bonds and to cause Bonds to be delivered to the Purchaser under the provisions of this Bond Purchase Agreement shall terminate on that date which follows December 31 following the Completion Date (as defined in expiration or earlier termination of the Lease) of the Project by one year , and after said termination date the Issuer shall have no obligation to deliver or to cause to be delivered any new or Additional Bonds hereunder or under the Indenture. All Bonds issued by the Issuer are to be sold to the Purchaser under and pursuant to this Bond Purchase Agreement and shall not be sold to any other purchaser except as otherwise permitted under the Indenture. Notwithstanding the foregoing, if any Bonds are subsequently transferred or sold to a subsequent purchaser in a private sale, the Purchaser shall only be obligated to provide the Issuer and Trustee with the identity of such subsequent purchaser.