Common use of Purchase, Sale and Delivery of Bonds Clause in Contracts

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.833% of the principal amount of the Bonds plus accrued interest from March 23, 2009, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83392.587% of the principal amount of the Bonds plus accrued interest for the period from and including December 15, 2016 to but excluding the date of delivery (if the Closing Date is March 2327, 20092017, accrued interest should be $1,048,333.33), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to reimburse the Company for expenses incurred in connection with the offering of the Bonds in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds125,000. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment reimbursement referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterHunton & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 2327, 20092017, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.291% of the principal amount of the Bonds plus accrued interest from March 2312, 20092015 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to reimburse the Company in an aggregate amount equal to $562,500, including in respect of 625,000 for expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment reimbursement referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterHunton & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 2312, 2009, 2015 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer of in immediately available funds funds, payable to a bank account designated by the Company, order of the Company against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwritersyou or upon your order. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.87% of the principal amount of the Bonds plus accrued interest interest, if any, from March 23September 16, 20092016 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterHunton & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxxx 00000-0000Xxx Xxxx, XX 00000 or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23September 16, 2009, 2016 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of in immediately available funds funds, payable to a bank account designated by the Company, order of the Company against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwritersyou or upon your order. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.00% of the principal amount of the Bonds plus accrued interest interest, if any, from March 23April 5, 20092024, (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at to the offices Company by wire transfer of Xxxxx Xxxxx Xxxx LLCimmediately available funds, 2200 PNC Centerpayable to the order of the Company against delivery of the Bonds, 000 Xxxx Xxxxx Xxxxxxin fully registered form, Xxxxxxxxxx, Xxxx 00000-0000, to you or at such other place as shall be mutually agreed upon by the Representatives and the Company, your order at 10:00 a.m., New York City time, on March 23April 5, 2009, 2024 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.426% of the principal amount of the Bonds plus accrued interest interest, if any, from March June 23, 20092016, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to reimburse the Company for expenses incurred in connection with the offering of the Bonds in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds312,500. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment reimbursement referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterHunton & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March June 23, 20092016, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.563% of the principal amount of the Bonds plus accrued interest interest, if any, from March 23September 9, 20092016 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500750,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterHunton & Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23September 9, 2009, 2016 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of in immediately available funds funds, payable to a bank account designated by the Company, order of the Company against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwritersyou or upon your order. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.213% of the principal amount of the Bonds plus accrued interest interest, if any, from March 23June 11, 20092020 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to reimburse the Company in an aggregate amount equal to $562,500, including in respect of 1,000,000 for expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment reimbursement referred to above shall be made at to the offices Company by wire transfer of Xxxxx Xxxxx Xxxx LLCimmediately available funds, 2200 PNC Centerpayable to the order of the Company against delivery of the Bonds, 000 Xxxx Xxxxx Xxxxxxin fully registered form, Xxxxxxxxxx, Xxxx 00000-0000, to you or at such other place as shall be mutually agreed upon by the Representatives and the Company, your order at 10:00 a.m., New York City time, on March 23June 11, 2009, 2020 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.258% of the principal amount of the Bonds plus accrued interest from March 23July 9, 20092010, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,5001,000,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23July 9, 20092010, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to each of the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 98.833% of the principal amount of the Bonds plus accrued interest from March 23, 2009set forth in Schedule I hereto, the respective principal amount amounts of Bonds set forth opposite the name names of each Underwriter on the Underwriters in Schedule A II hereto plus the respective principal amount amounts of additional Bonds which that each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 6(c) hereof. The Underwriters hereby also agree to make Issuer shall pay (in the form of a payment discount to the Company in an aggregate principal amount of the offered Bonds) to the Underwriters a commission equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering [___]. (b) Delivery of the Bonds. Payment Bonds against payment of the aggregate purchase price for the Bonds to be purchased therefor by the Underwriters and the payment referred to above wire transfer in federal funds shall be made at the offices of Xxxxx Xxxxx Xxxx LLCplace, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000on the date and at the time specified in Schedule I hereto, or at such other place as shall be mutually agreed upon by the Representatives and the Companyplace, at 10:00 a.m., New York City time, on March 23, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives Issuer and the Company (Underwriters. The hour and date of such delivery and payment are herein called the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered to DTC or to U.S. Bank Trust Company, National Association, as custodian for DTC, in the fully registered global form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., for the respective accounts specified by the Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as nominee may be agreed upon by the Underwriters. The Issuer agrees to make the Bonds available to the Underwriters for The Depository Trust Company checking purposes not later than 1:00 P.M.. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. (c) If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall promptly give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“DTCFINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, this Agreement may be terminated by the Issuer, upon notice given to the non-defaulting Underwriters, within a further period of 24 hours. If the Issuer does not elect to terminate this Agreement it shall have the right, irrespective of such default: (i) to require each non-defaulting Underwriter to purchase and pay for the respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to an aggregate principal amount of Bonds equal to ten percent (10%) of the aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (ii) to procure one or more persons, reasonably acceptable to the Underwriters, who are members of the FINRA (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the aggregate principal amount of Bonds that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Issuer shall exercise its rights under (i) and/or (ii) above, the Issuer shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. In the computation of any period of 24 hours referred to in this Section 6, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Issuer or the Depositor under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties warranties, covenants and agreements herein containedcontained herein, but subject to the terms and conditions herein set act forth, the Company Underwriter hereby agrees to purchase from the Authority and the Authority hereby agrees to sell to the UnderwritersUnderwriter, and all but not less than all of the Underwriters agree, severally and not jointly, to purchase from the Company, 1997A Bonds at a purchase price of 98.833% of the principal amount of the Bonds $27,264,712.80, plus accrued interest from March 23February 1, 20091997, and all but not less than all of the 1997B Bonds at a purchase price of $11,417,466, plus accrued interest from February 1, 1997. The Bonds will mature on the dates and in the amounts, and will bear interest at the rates, set forth on Schedule I attached hereto and incorporated herein by reference. As compensation for acting as Underwriter, the respective principal Underwriter shall be paid a fee for the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds set forth opposite of $207,603.00, both on the name Closing Date, by a wire transfer of each immediately available, federal funds by SLT. Pursuant to and subject to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all of the Bonds to the Underwriter on Schedule A hereto plus and the respective principal amount of additional Bonds which each such Underwriter may become shall be obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering all of the Bonds, and all of the Bonds shall be delivered by the Authority and accepted and paid for by the Underwriter on the Closing Date (hereinafter defined). Payment The Authority will deliver the Bonds, or cause the Bonds to be delivered to The Depository Trust Company, New York, New York ("DTC"), in definitive form against payment of the purchase price in immediately available funds for the Bonds to be purchased by account of the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLCAuthority on February 20, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-00001997, or at such other date or place as shall be mutually agreed the Underwriter, the Authority and SLT agree upon by (such date being herein referred to as the Representatives and the Company, at 10:00 a.m., New York City time, on March 23, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “"Closing Date”"). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered issuable initially in the form minimum denominations of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance$100,000, and registered in the name integral multiples of Cede & Co., as nominee for The Depository Trust Company (“DTC”)$5,000 above such amount.

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.019% of the principal amount of the Bonds plus accrued interest interest, if any, from March 231, 20092024 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to of $562,500, 600,000 including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at to the offices Company by wire transfer of Xxxxx Xxxxx Xxxx LLCimmediately available funds, 2200 PNC Centerpayable to the order of the Company against delivery of the Bonds, 000 Xxxx Xxxxx Xxxxxxin fully registered form, Xxxxxxxxxx, Xxxx 00000-0000, to you or at such other place as shall be mutually agreed upon by the Representatives and the Company, your order at 10:00 a.m., New York City time, on March 231, 2009, 2024 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.025% of the principal amount of the Bonds plus accrued interest interest, if any, from March 2314, 20092024 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,5001,000,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at to the offices Company by wire transfer of Xxxxx Xxxxx Xxxx LLCimmediately available funds, 2200 PNC Centerpayable to the order of the Company against delivery of the Bonds, 000 Xxxx Xxxxx Xxxxxxin fully registered form, Xxxxxxxxxx, Xxxx 00000-0000, to you or at such other place as shall be mutually agreed upon by the Representatives and the Company, your order at 10:00 a.m., New York City time, on March 2314, 2009, 2024 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.287% of the principal amount of the Bonds Bonds, plus accrued interest interest, if any, from March 23May 21, 20092020 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500, 800,000 including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at to the offices Company by wire transfer of Xxxxx Xxxxx Xxxx LLCimmediately available funds, 2200 PNC Centerpayable to the order of the Company against delivery of the Bonds, 000 Xxxx Xxxxx Xxxxxxin fully registered forms, Xxxxxxxxxx, Xxxx 00000-0000, to you or at such other place as shall be mutually agreed upon by the Representatives and the Company, your order at 10:00 a.m., New York City time, on March 23May 21, 2009, 2020 or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.938% of the principal amount of the Bonds plus accrued interest interest, if any, from March 237, 20092019 (and in the manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,5001,200,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Hunton Xxxxxxx Xxxxx Xxxxx Xxxx LLC, 2200 PNC CenterLLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 237, 20092019, or such other time and date as shall be mutually agreed upon in writing by the Representatives Company and the Company Representatives (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds funds, payable to a bank account designated by the Company, order of the Company against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwritersyou or upon your order. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.310% of the principal amount of the Bonds plus accrued interest from March 23, 2009, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500900,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Issuer agrees to sell to each of the Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at a purchase price of 98.833% of the principal amount of the Bonds plus accrued interest from March 23, 2009set forth in Schedule I hereto, the respective principal amount amounts of Bonds set forth opposite the name names of each Underwriter on the Underwriters in Schedule A II hereto plus the respective principal amount amounts of additional Bonds which that each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 6(c) hereof. The Underwriters hereby also agree to make Issuer shall pay (in the form of a payment discount to the Company in an aggregate principal amount of the offered Bonds) to the Underwriters a commission equal to $562,500, including in respect of expenses incurred by the Company in connection with the offering 709,460.00. (b) Delivery of the Bonds. Payment Bonds against payment of the aggregate purchase price for the Bonds to be purchased therefor by the Underwriters and the payment referred to above wire transfer in federal funds shall be made at the offices of Xxxxx Xxxxx Xxxx LLCplace, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000on the date and at the time specified in Schedule I hereto, or at such other place as shall be mutually agreed upon by the Representatives and the Companyplace, at 10:00 a.m., New York City time, on March 23, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives Issuer and the Company (Underwriters. The hour and date of such delivery and payment are herein called the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered to DTC or to U.S. Bank Trust Company, National Association, as custodian for DTC, in the fully registered global form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., for the respective accounts specified by the Underwriters not later than the close of business on the business day preceding the Closing Date or such other time as nominee may be agreed upon by the Underwriters. The Issuer agrees to make the Bonds available to the Underwriters for The Depository Trust Company checking purposes not later than 1:00 P.M. New York Time on the last business day preceding the Closing Date at the place specified for delivery of the Bonds in Schedule I hereto, or at such other place as the Issuer may specify. (c) If any Underwriter shall fail or refuse to purchase and pay for the aggregate principal amount of Bonds that such Underwriter has agreed to purchase and pay for hereunder, the Issuer shall promptly give notice to the other Underwriters of the default of such Underwriter, and the other Underwriters shall have the right within 24 hours after the receipt of such notice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“DTCFINRA”) (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules) and satisfactory to the Issuer, to purchase, upon the terms herein set forth, the aggregate principal amount of Bonds that the defaulting Underwriter had agreed to purchase. If any non-defaulting Underwriter or Underwriters shall determine to exercise such right, such Underwriter or Underwriters shall give written notice to the Issuer of the determination in that regard within 24 hours after receipt of notice of any such default, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. If in the event of such a default no non-defaulting Underwriter shall give such notice, this Agreement may be terminated by the Issuer, upon notice given to the non-defaulting Underwriters, within a further period of 24 hours. If the Issuer does not elect to terminate this Agreement it shall have the right, irrespective of such default: (i) to require each non-defaulting Underwriter to purchase and pay for the respective aggregate principal amount of Bonds that it had agreed to purchase hereunder as hereinabove provided and, in addition, the aggregate principal amount of Bonds that the defaulting Underwriter shall have so failed to purchase up to an aggregate principal amount of Bonds equal to ten percent (10%) of the aggregate principal amount of Bonds that such non-defaulting Underwriter has otherwise agreed to purchase hereunder, and/or (ii) to procure one or more persons, reasonably acceptable to the Underwriters, who are members of the FINRA (or, if not members of the FINRA, who are not eligible for membership in the FINRA and who agree (i) to make no sales within the United States, its territories or its possessions or to persons who are citizens thereof or residents therein and (ii) in making sales to comply with the FINRA’s Conduct Rules), to purchase, upon the terms herein set forth, either all or a part of the aggregate principal amount of Bonds that such defaulting Underwriter had agreed to purchase or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Issuer shall exercise its rights under (i) and/or (ii) above, the Issuer shall give written notice thereof to the non-defaulting Underwriters within such further period of 24 hours, and thereupon the Closing Date shall be postponed for such period, not exceeding three business days, as the Issuer shall determine. In the computation of any period of 24 hours referred to in this Section 6, there shall be excluded a period of 24 hours in respect of each Saturday, Sunday or legal holiday that would otherwise be included in such period of time. Any action taken by the Issuer or the Depositor under this Section 6 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83399.633% of the principal amount of the Bonds plus accrued interest interest, if any, from March 23December 17, 2009, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500187,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives Underwriters and the Company, at 10:00 a.m., New York City time, on March 23December 17, 2009, or such other time and date as shall be mutually agreed upon in writing by the Representatives Underwriters and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of 98.83398.807% of the principal amount of the Bonds plus accrued interest from March 23August 21, 20092008, the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to make a payment to the Company in an aggregate amount equal to $562,500625,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriters and the payment referred to above shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, 2200 PNC Center, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000-0000, or at such other place as shall be mutually agreed upon by the Representatives and the Company, at 10:00 a.m., New York City time, on March 23August 21, 20092008, or such other time and date as shall be mutually agreed upon in writing by the Representatives and the Company (the “Closing Date”). All other documents referred to herein that are to be delivered at the Closing Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Bonds, in fully registered form, to the Representatives for the respective accounts of the Underwriters. The Bonds shall be delivered in the form of one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”).