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, covenants and agreements contained herein, but subject to the terms and conditions herein act forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby agrees to sell to the Underwriter, all but not less than all of the 1997A Bonds at a purchase price of $27,264,712.80, plus accrued interest from February 1, 1997, 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 Underwriter shall be paid a fee for the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 and the Underwriter shall be obligated to purchase 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). 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 account of the Authority on February 20, 1997, or at such other date or place as the Underwriter, the Authority and SLT agree upon (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially in minimum denominations of $100,000, and integral multiples of $5,000 above such amount.

Appears in 1 contract

Samples: Installment Sale Agreement (Starwood Lodging Corp)

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Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.310% of the principal amount of the Bonds plus accrued interest from February 1March 23, 19972009, and all but not less than all the respective principal amount 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 opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the respective principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all 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 $900,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, New York2200 PNC Center, New York ("DTC")000 Xxxx Xxxxx Xxxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxxxxxxxxx, 1997Xxxx 00000-0000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives 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 Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Ohio, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, plus accrued interest from February 1, 1997, and all but not less than all 99.633% 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 Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 plus accrued interest, if any, from December 17, 2009, the respective principal amount of Bonds set forth opposite the name of each Underwriter and on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter shall be may become obligated to purchase all 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 $187,500, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, New York2200 PNC Center, New York ("DTC")000 Xxxx Xxxxx Xxxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxxxxxxxxx, 1997Xxxx 00000-0000, or at such other date or place as shall be mutually agreed upon by the UnderwriterUnderwriters and the Company, at 10:00 a.m., New York City time, on December 17, 2009, or such other time and date as shall be mutually agreed upon in writing by the Authority Underwriters and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 Underwriters. The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Ohio, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.019% of the principal amount of the Bonds plus accrued interest interest, if any, from February March 1, 1997, 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 2024 (and in the amounts, and will bear interest at the rates, manner set forth below), the respective principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached 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 of $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 incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter payment referred to above shall be paid a fee for made to the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, Company by a wire transfer of immediately availableavailable funds, federal funds by SLT. Pursuant to and subject payable to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all order of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase all Company against delivery 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). The Authority will deliver the Bondsin fully registered form, to you or cause the Bonds to be delivered to The Depository Trust Company, New Yorkupon your order at 10:00 a.m., New York ("DTC")City time, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20March 1, 1997, 2024 or at such other time and date or place as shall be mutually agreed upon in writing by the Underwriter, Company and the Authority and SLT agree upon Representatives (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & 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, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Indiana, LLC)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 92.587% of the principal amount of the Bonds plus accrued interest for the period from February 1and including December 15, 19972016 to but excluding the date of delivery (if the Closing Date is March 27, and all but not less than all of the 1997B Bonds at a purchase price of $11,417,4662017, plus accrued interest from February 1should be $1,048,333.33), 1997the 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 Bonds will mature on Underwriters hereby also agree to reimburse the dates and Company for expenses incurred in connection with 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 Underwriter shall be paid a fee for the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 offering of the Bonds in an aggregate amount equal to the Underwriter and the Underwriter shall be obligated to purchase all $125,000. Payment of the Bonds, and all of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the reimbursement referred to The Depository Trust Companyabove shall be made at the offices of Hunton & Xxxxxxxx LLP, New York000 Xxxx Xxxxxx, New York ("DTC")00xx Xxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxx Xxxx, 1997Xxx Xxxx 00000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on March 27, 2017, or such other time and date as shall be mutually agreed upon in writing by the Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Ohio, Inc.)

Purchase, Sale and Delivery of Bonds. (a) On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Issuer agrees to sell to each of the Underwriters, and each Underwriter hereby agrees agrees, severally and not jointly, to purchase from the Authority and the Authority hereby agrees to sell to the UnderwriterIssuer, all but not less than all of the 1997A Bonds at a purchase price set forth in Schedule I hereto, the respective principal amounts of $27,264,712.80, plus accrued interest from February 1, 1997, and all but not less than all Bonds set forth opposite the names of the 1997B Underwriters in Schedule II hereto plus the respective principal amounts of additional Bonds at a that each such Underwriter may become obligated to purchase price pursuant to the provisions of $11,417,466, plus accrued interest from February 1, 1997Section 6(c) hereof. The Bonds will mature on the dates and Issuer shall pay (in the amounts, and will bear interest at form of a discount to the rates, set forth on Schedule I attached hereto and incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of immediately available, federal funds by SLT. Pursuant to and subject offered Bonds) to the terms of this Purchase Agreement, the Authority shall be obligated Underwriters a commission equal to sell simultaneously all $709,460.00. (b) Delivery of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase 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). 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 aggregate purchase price therefor by wire transfer in immediately available federal funds for shall be made at the account of place, on the Authority on February 20, 1997date and at the time specified in Schedule I hereto, or at such other place, time and date or place as shall be agreed upon in writing by the Underwriter, Issuer and the Authority Underwriters. The hour and SLT agree upon (date of such date being delivery and payment are herein referred to as called the "Closing Date"). The Bonds shall be issuable initially delivered to DTC or to U.S. Bank Trust Company, National Association, as custodian for DTC, in minimum denominations fully registered global form registered in the name of $100,000Cede & 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 may be agreed upon by the Underwriters. The Issuer agrees to make the Bonds available to the Underwriters for 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 integral multiples the other Underwriters shall have the right within 24 hours after the receipt of $5,000 above such amountnotice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“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) 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.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Progress SC Storm Funding LLC)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.00% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1April 5, 19972024, 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, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein plus the principal amount of additional Bonds which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. Payment of the purchase price for the Bonds to be purchased by reference. As compensation for acting as Underwriter, the Underwriter Underwriters shall be paid a fee for made to the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, Company by a wire transfer of immediately availableavailable funds, federal funds by SLT. Pursuant to and subject payable to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all order of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase all Company against delivery 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). The Authority will deliver the Bondsin fully registered form, to you or cause the Bonds to be delivered to The Depository Trust Company, New Yorkupon your order at 10:00 a.m., New York ("DTC")City time, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20April 5, 1997, 2024 or at such other time and date or place as shall be mutually agreed upon in writing by the Underwriter, Company and the Authority and SLT agree upon Representatives (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & 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, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Florida, Llc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.8099.287% of the principal amount of the Bonds, plus accrued interest interest, if any, from February 1May 21, 1997, 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 2020 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto plus the 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 agree to make a payment to the Company in an aggregate amount equal to $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 incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter payment referred to above shall be paid a fee for made to the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, Company by a wire transfer of immediately availableavailable funds, federal funds by SLT. Pursuant to and subject payable to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all order of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase all Company against delivery 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). The Authority will deliver the Bondsin fully registered forms, to you or cause the Bonds to be delivered to The Depository Trust Company, New Yorkupon your order at 10:00 a.m., New York ("DTC")City time, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20May 21, 1997, 2020 or at such other time and date or place as shall be mutually agreed upon in writing by the Underwriter, Company and the Authority and SLT agree upon Representatives (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one 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., and integral multiples 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 $5,000 above such amount.Sidley Austin LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Ohio, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.258% of the principal amount of the Bonds plus accrued interest from February 1July 9, 19972010, and all but not less than all the respective principal amount 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 opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the respective principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all 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 $1,000,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, New York2200 PNC Center, New York ("DTC")000 Xxxx Xxxxx Xxxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxxxxxxxxx, 1997Xxxx 00000-0000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on July 9, 2010, or such other time and date as shall be mutually agreed upon in writing by the Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Indiana, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.938% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1March 7, 1997, 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 2019 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to make a payment to the Company in an aggregate amount equal to $1,200,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Hunton Xxxxxxx Xxxxx LLP, New York000 Xxxx Xxxxxx, New York ("DTC")00xx Xxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxx Xxxx, 1997Xxx Xxxx 00000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on March 7, 2019, or such other time and date as shall be mutually agreed upon in writing by the Authority Company and SLT agree upon the Representatives (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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, payable to the order of the Company against delivery of the Bonds, in fully registered form, to you or upon your order. The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Progress, Llc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.833% of the principal amount of the Bonds plus accrued interest from February 1March 23, 19972009, and all but not less than all the respective principal amount 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 opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the respective principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all 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, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, New York2200 PNC Center, New York ("DTC")000 Xxxx Xxxxx Xxxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxxxxxxxxx, 1997Xxxx 00000-0000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives 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 Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Indiana, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.291% of the principal amount of the Bonds plus accrued interest from February 1March 12, 1997, 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 2015 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to reimburse the Company in an aggregate amount equal to $625,000 for expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the reimbursement referred to The Depository Trust Companyabove shall be made at the offices of Hunton & Xxxxxxxx LLP, New York000 Xxxx Xxxxxx, New York ("DTC")00xx Xxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxx Xxxx, 1997Xxx Xxxx 00000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on March 12, 2015 or such other time and date as shall be agreed upon in writing by the Authority Company and SLT agree upon the Representatives (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")Date shall be delivered at that time at the offices of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Payment shall be made to the Company by wire transfer in immediately available funds, payable to the order of the Company against delivery of the Bonds, in fully registered form, to you or upon your order. The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Carolinas, LLC)

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Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.213% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1June 11, 1997, 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 2020 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto plus the 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 reimburse the Company $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 incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter reimbursement referred to above shall be paid a fee for made to the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, Company by a wire transfer of immediately availableavailable funds, federal funds by SLT. Pursuant to and subject payable to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all order of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase all Company against delivery 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). The Authority will deliver the Bondsin fully registered form, to you or cause the Bonds to be delivered to The Depository Trust Company, New Yorkupon your order at 10:00 a.m., New York ("DTC")City time, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20June 11, 1997, 2020 or at such other time and date or place as shall be mutually agreed upon in writing by the Underwriter, Company and the Authority and SLT agree upon Representatives (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & 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, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Florida, Llc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, plus accrued interest from February 1, 1997, and all but not less than all 98.426% 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 Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 plus accrued interest, if any, from June 23, 2016, the respective principal amount of Bonds set forth opposite the name of each Underwriter and on Schedule A hereto plus the respective principal amount of additional Bonds which each such Underwriter shall be may become obligated to purchase all pursuant to the provisions of Section 8 hereof. The Underwriters hereby also agree to reimburse the Bonds, and all Company for expenses incurred in connection with the offering of the Bonds shall be delivered by in an aggregate amount equal to $312,500. Payment of the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the reimbursement referred to The Depository Trust Companyabove shall be made at the offices of Hunton & Xxxxxxxx LLP, New York000 Xxxx Xxxxxx, New York ("DTC")00xx Xxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxx Xxxx, 1997Xxx Xxxx 00000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on June 23, 2016, or such other time and date as shall be mutually agreed upon in writing by the Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Ohio, Inc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 99.025% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1March 14, 1997, 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 2024 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto plus the 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 $1,000,000, 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 incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter payment referred to above shall be paid a fee for made to the 1997A Bonds in the amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, Company by a wire transfer of immediately availableavailable funds, federal funds by SLT. Pursuant to and subject payable to the terms of this Purchase Agreement, the Authority shall be obligated to sell simultaneously all order of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase all Company against delivery 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). The Authority will deliver the Bondsin fully registered form, to you or cause the Bonds to be delivered to The Depository Trust Company, New Yorkupon your order at 10:00 a.m., New York ("DTC")City time, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20March 14, 1997, 2024 or at such other time and date or place as shall be mutually agreed upon in writing by the Underwriter, Company and the Authority and SLT agree upon Representatives (such date being herein referred to as the "Closing Date"). The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & 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, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Progress, Llc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.87% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1September 16, 1997, 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 2016 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of immediately available, federal funds by SLT. Pursuant which each such Underwriter may become obligated to and subject purchase pursuant to the terms provisions of this Purchase AgreementSection 8 hereof. The Underwriters hereby agree to make a payment to the Company in an amount equal to $562,500, including in respect of expenses incurred by the Authority shall be obligated to sell simultaneously all Company in connection with the offering of the Bonds. Payment of the purchase price for the Bonds to be purchased by the Underwriter Underwriters and the Underwriter payment referred to above shall be obligated made at the offices of Hunton & Xxxxxxxx LLP, 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx 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 September 16, 2016 or such other time and date as shall be agreed upon in writing by the Company and the Representatives (the “Closing Date”). All other documents referred to purchase all 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 in immediately available funds, payable to the order of the Company against delivery 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). The Authority will deliver the Bondsin fully registered form, to you 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 account of the Authority on February 20, 1997, or at such other date or place as the Underwriter, the Authority and SLT agree upon (such date being herein referred to as the "Closing Date")your order. The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Progress, Llc.)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.563% of the principal amount of the Bonds plus accrued interest interest, if any, from February 1September 9, 1997, 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 2016 (and in the amounts, and will bear interest at the rates, manner set forth below), the principal amount of Bonds set forth opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all pursuant to the provisions of Section 8 hereof. The Underwriters hereby agree to make a payment to the Company in an aggregate amount equal to $750,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Hunton & Xxxxxxxx LLP, New York000 Xxxx Xxxxxx, New York ("DTC")00xx Xxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxx Xxxx, 1997Xxx Xxxx 00000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on September 9, 2016 or such other time and date as shall be agreed upon in writing by the Authority Company and SLT agree upon the Representatives (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 in immediately available funds, payable to the order of the Company against delivery of the Bonds, in fully registered form, to you or upon your order. The Bonds shall be issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of the Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Florida, Llc.)

Purchase, Sale and Delivery of Bonds. (a) On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Issuer agrees to sell to each of the Underwriters, and each Underwriter hereby agrees agrees, severally and not jointly, to purchase from the Authority and the Authority hereby agrees to sell to the UnderwriterIssuer, all but not less than all of the 1997A Bonds at a purchase price set forth in Schedule I hereto, the respective principal amounts of $27,264,712.80, plus accrued interest from February 1, 1997, and all but not less than all Bonds set forth opposite the names of the 1997B Underwriters in Schedule II hereto plus the respective principal amounts of additional Bonds at a that each such Underwriter may become obligated to purchase price pursuant to the provisions of $11,417,466, plus accrued interest from February 1, 1997Section 6(c) hereof. The Bonds will mature on the dates and Issuer shall pay (in the amounts, and will bear interest at form of a discount to the rates, set forth on Schedule I attached hereto and incorporated herein by reference. As compensation for acting as Underwriter, the Underwriter shall be paid a fee for the 1997A Bonds in the principal amount of $495,752.40, and a fee for the 1997B Bonds of $207,603.00, both on the Closing Date, by a wire transfer of immediately available, federal funds by SLT. Pursuant to and subject offered Bonds) to the terms of this Purchase Agreement, the Authority shall be obligated Underwriters a commission equal to sell simultaneously all $[___]. (b) Delivery of the Bonds to the Underwriter and the Underwriter shall be obligated to purchase 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). 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 aggregate purchase price therefor by wire transfer in immediately available federal funds for shall be made at the account of place, on the Authority on February 20, 1997date and at the time specified in Schedule I hereto, or at such other place, time and date or place as shall be agreed upon in writing by the Underwriter, Issuer and the Authority Underwriters. The hour and SLT agree upon (date of such date being delivery and payment are herein referred to as called the "Closing Date"). The Bonds shall be issuable initially delivered to DTC or to U.S. Bank Trust Company, National Association, as custodian for DTC, in minimum denominations fully registered global form registered in the name of $100,000Cede & 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 may be agreed upon by the Underwriters. The Issuer agrees to make the Bonds available to the Underwriters for 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 integral multiples the other Underwriters shall have the right within 24 hours after the receipt of $5,000 above such amountnotice to determine to purchase, or to procure one or more others, who are members of the Financial Industry Regulatory Authority (“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) 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.

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Progress SC Storm Funding LLC)

Purchase, Sale and Delivery of Bonds. On the basis of the representations, warranties, covenants warranties and agreements contained hereinherein contained, but subject to the terms and conditions herein act set forth, the Underwriter hereby agrees to purchase from the Authority and the Authority hereby Company agrees to sell to the UnderwriterUnderwriters, all but and the Underwriters agree, severally and not less than all of jointly, to purchase from the 1997A Bonds Company, at a purchase price of $27,264,712.80, 98.807% of the principal amount of the Bonds plus accrued interest from February 1August 21, 19972008, and all but not less than all the respective principal amount 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 opposite the name of each Underwriter on Schedule I attached A hereto and incorporated herein by reference. As compensation for acting as Underwriter, plus the Underwriter shall be paid a fee for the 1997A Bonds in the respective principal amount of $495,752.40, and a fee for the 1997B additional Bonds of $207,603.00, both on the Closing Date, by a wire transfer of 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 which each such Underwriter and the Underwriter shall be may become obligated to purchase all 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 $625,000, including in respect of expenses incurred by the Company in connection with the offering of the Bonds, and all . Payment of the Bonds shall be delivered by the Authority and accepted and paid purchase price for by the Underwriter on the Closing Date (hereinafter defined). The Authority will deliver the Bonds, or cause the Bonds to be delivered purchased by the Underwriters and the payment referred to The Depository Trust Companyabove shall be made at the offices of Xxxxx Xxxxx Xxxx LLC, New York2200 PNC Center, New York ("DTC")000 Xxxx Xxxxx Xxxxxx, in definitive form against payment of the purchase price in immediately available funds for the account of the Authority on February 20Xxxxxxxxxx, 1997Xxxx 00000-0000, or at such other date or place as shall be mutually agreed upon by the UnderwriterRepresentatives and the Company, at 10:00 a.m., New York City time, on August 21, 2008, or such other time and date as shall be mutually agreed upon in writing by the Authority Representatives and SLT agree upon the Company (such date being herein the “Closing Date”). All other documents referred to as herein that are to be delivered at the "Closing Date")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 issuable initially delivered in minimum denominations the form of $100,000one or more global certificates in aggregate denomination equal to the aggregate principal amount of Bonds upon original issuance, and integral multiples registered in the name of $5,000 above such amountCede & Co., as nominee for The Depository Trust Company (“DTC”).

Appears in 1 contract

Samples: Underwriting Agreement (Duke Energy Indiana, Inc.)

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