Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, covenants and agreements contained herein and in the other agreements and documents referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time the Purchaser agrees to purchase from the District and the District agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00). The Bonds will be issued under and secured as provided in the Resolution, will have the maturities and interest rates and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser agrees to notify the District of such changes, if such changes occur prior to Closing, but failure to so notify shall not invalidate such changes. The Purchaser may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the principal amount thereof. Payment for the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the District for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m., local time, on February 1, 2017, or such other place, time or date as shall be mutually agreed upon by the District and the Purchaser. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser to The Depository Trust Company, New York, New York. The date of such delivery and payment is herein called the “Closing Date,” and the hour and date of such delivery and payment is herein called the “Closing Time.” The Bonds will be delivered in registered form as a single manuscript bond for each maturity (in such denominations as the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither the printing of a wrong number on any Bond nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond). The Bonds wil...
Purchase, Sale and Delivery of the Bonds. On the basis of representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters named in Schedule A hereto, and each such Underwriter agrees, severally and not jointly, to purchase from the Company at the purchase price set forth in such Schedule B the principal amount of Bonds set forth opposite the name of such Underwriter in such Schedule A. The closing of the transactions and delivery of the documents contemplated hereby shall take place at the office, date and time specified in Schedule B. The Bonds will be delivered by the Company to you for the accounts of the several Underwriters through the facilities of The Depository Trust Company against payment of the purchase price therefor by wire transfer in federal (same day) funds at the closing date and time specified on Schedule B (or, if the New York and American Stock Exchanges and commercial banks in The City of New York are not open on such day, the next day on which such exchanges and banks are open), or at such other time not later than eight full business days thereafter as you and the Company determine, such time being herein referred to as the “Closing Date.” It is understood that you, individually and not as Representatives of the Underwriters, may (but shall not be obligated to) make payment to the Company, on behalf of any Underwriter or Underwriters, for the Bonds to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.
Purchase, Sale and Delivery of the Bonds. (a) Upon the basis of the representations, warranties and agreements herein set forth and subject to the terms and conditions contained herein, 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 $ aggregate principal amount of the Dublin Financing Authority Lease Revenue Bonds (Capital Projects) (the “Bonds”), dated the date of delivery of the Bonds, bearing interest at the rates and maturing on the dates in the principal amounts, and subject to redemption, as set forth in Exhibit A attached hereto. The Underwriter will purchase the Bonds at an aggregate price of $ (being the aggregate principal amount of the Bonds of $ , plus/less a [net] original issue premium/[net]discount of $ , less an Underwriter’s discount of $ ). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in, the Indenture. The Authority approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “Authority Resolution”), and the City approved the issuance of the Bonds pursuant to a resolution adopted on , 2021 (the “City Resolution”). The proceeds from the sale of the Bonds will be used in accordance with the Indenture (i) to provide funds to finance energy efficiency improvement projects being undertaken by the City (herein the “Project”), and (ii) to pay costsof issuance of the Bonds, all as more fully described in the Official Statement under the caption, “FINANCING PLAN.” In order to provide revenues to pay debt service on the Bonds, the City and the Authority are entering into a Lease Agreement, dated as of October 1, 2021 (the “Lease”) and a Site Lease, dated October 1, 2021 (the “Site Lease”), pursuant to which the Authority will lease certain real property and improvements (the “Leased Property”) to the Authority, and the Authority will lease the Leased Property back to the City in return for semi-annual Lease Payments that are secured by a pledge of, and lien on the Revenues of, the Project.
(b) The Authority will cooperate in the preparation and delivery to the Underwriter of the Official Statement, dated the date hereof, substantially in the form of the Preliminary Official Statement relating to the Bonds, dated , 2021 (the “Preliminary Official Statement”), with only such changes therein as have been accepted by the Underwriter and approved by Xxxxx Xxxx, a Pr...
Purchase, Sale and Delivery of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein: (i) the Underwriter hereby agrees to purchase from the Community Facilities District and the Community Facilities District hereby agrees to sell to the Underwriter all (but not less than all) of the $ aggregate principal amount of the Community Facilities District No. 04-2 (Lake Hills Crest) of the County of Riverside Special Tax Refunding Bonds, Series 2024 (the “Bonds”), dated the Closing Date (as hereinafter defined), bearing interest at the rates and maturing on the dates and in the principal amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be $ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $ and less an Underwriter’s discount of $ ). As an accommodation to the Community Facilities District, on the Closing Date, the Underwriter will remit, from the purchase price for the Bonds, the total sum of $ to the Insurer (defined below) representing the premium for the Insurance Policy (defined below). The Underwriter agrees to make a bona fide public offering of all of the Bonds initially at the public offering prices (or yields) set forth in Exhibit A attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the marketing of the Bonds subject to Section 2 hereof, provided that the Underwriter shall not change the interest rates set forth in Exhibit A. The Bonds may be offered and sold to certain dealers at prices lower than such initial offering prices. The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable from the Net Special Tax Revenues and subject to redemption as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx-Xxxx Community Facilities Act of 1982, as amended (Section 53311 et seq. of the Government Code of the State of California) (the “Community Facilities District Act”). The issuance of the Bonds has been duly authorized by the Board of Supervisors of the County of Riverside (the “County”), as the legislative body for the Community Facilities District, pursuant to a resolution (the “Community Facilities District Resolution of Issuance”) adopted on , 2024. The proceeds of...
Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter agrees to purchase from the Authority, and the Authority agrees to sell to the Underwriter, all (but not less than all) of the Authority’s Community Facilities District No. 2004-1 (Seismic Safety Improvements – 690 and 942 Market Street Project) 2018 Special Tax Refunding Bonds (Taxable) (the “Bonds”) in the aggregate principal amount specified in Exhibit A hereto. The Bonds shall be dated the Closing Date (hereinafter defined), and bear interest from said date (payable semiannually on March 1 and September 1 in each year, commencing March 1, 2019) at the rates per annum and maturing on the dates and in the amounts set forth in Exhibit A hereto. The purchase price for the Bonds shall be the amount specified as such in Exhibit A hereto. The net proceeds of the sale of the Bonds will be used: (i) to defease and refund the Authority’s Community Facilities District No. 2004-1 (Seismic Safety Improvements – 690 and 942 Market Street Project) Special Tax Bonds, Series 2007A (Taxable) (the “Prior Bonds”); (iii) to fund a deposit to the Reserve Fund for the Bonds; and (iii) to pay costs incurred in connection with the issuance of the Bonds.
(b) The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable and subject to redemption as provided in, the Indenture by and between the Authority and MUFG Union Bank, N.A., as Trustee (the “Trustee”), dated as of August 1, 2018 (the “Indenture”), approved by Resolution No. adopted by the Executive Committee (the “Committee”) of the Board of Directors of the Authority (the “Board”), as the legislative body of the District, on August 2, 2018 (the “Resolution of Issuance”). The Bonds and interest thereon will be payable from special taxes levied to satisfy the Special Tax Requirement (as defined in the Rate and Method, as defined herein) (the “Special Tax”) levied and collected on the taxable land within the District in accordance with Resolution No. 04-38 adopted by the Committee on December 17, 2004 (the “Resolution of Formation”). The Resolution of Issuance, the Resolution of Formation and Resolution Nos. 04-34, 04-39, 04-40, 04-41, 07-25, 07-27, 07-28 and Ordinance No. 2007-B are collectively referred to herein as the “District Resolutions.”
(c) The Underwriter has received from the Authority a certificate in sub...
Purchase, Sale and Delivery of the Bonds. On the basis of the representations and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions set forth herein and in the Indenture, the Purchaser agrees to purchase from the City and the City agrees to sell to the Purchaser the Bonds on the terms and conditions set forth herein. The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter defined) upon payment of an amount equal to the Closing Price (hereinafter defined), which amount shall be applied as provided in the Indenture and the Lease. From time to time after the Closing Date, the Purchaser shall make additional payments with respect to the Bonds (“Additional Payments”) to the Trustee under the Indenture, which Additional Payments shall be applied to the payment or reimbursement of Project Costs or as provided in the Indenture and the Lease; provided that the sum of the Closing Price and all such Additional Payments shall not, in the aggregate, exceed $55,000,000 plus the costs of issuance of the Bonds (if such costs of issuance are not paid with Bond proceeds).
Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase, and the Authority agrees to sell and deliver to the Underwriter, all (but not less than all) of the $ Coalinga Public Financing Authority (Fresno County, California) Water Revenue Bonds, Series 2024 (Solar Project) (the “Bonds”). The Bonds shall be dated the date of delivery thereof and shall mature on such dates and shall bear interest at such rates set forth in Exhibit A attached hereto. Interest on the Bonds shall be payable semiannually on April 1 and October 1 of each year, commencing April 1, 2025.
(b) The purchase price for the Bonds shall be $ (consisting of the $ aggregate principal amount of the Bonds, plus $ of net original issue premium, less $ of Underwriter’s discount). As an accommodation to the Authority, the Underwriter will transfer the sum of $ to (the “Municipal Bond Insurer”) in payment of the premium for the municipal bond insurance policy issued for the Bonds (the “Municipal Bond Insurance Policy”) and will transfer the sum of $ to the Municipal Bond Insurer in payment of the premium for the reserve fund municipal bond insurance policy issued for the Bonds in lieu of cash funding a reserve fund for the Bonds (the “Reserve Policy”). The net purchase price of the Bonds of $ will be transferred to the Trustee. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in Section 1.01 of the Indenture.
(c) The Bonds shall be issued pursuant to the Xxxxx-Xxxx Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the California Government Code (commencing with Section 6584) (the “Bond Law”), and an Indenture of Trust, dated as of August 1, 2024 (the “Indenture”), by and between the Authority and Computershare Trust Company, N.A., as trustee (the “Trustee”), a resolution of the governing body of the Authority adopted on August 1, 2024 (the “Authority Resolution”), and a resolution of the City, adopted on August 1, 2024 (the “City Resolution”).
(e) The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Indenture. The Bonds shall be secured by a pledge, charge and lien upon “Revenues”, which consist primarily of installment payments to be made by the City to the Authority pursuant to an installment sale agreement, dated as of August 1...
Purchase, Sale and Delivery of the Bonds. On the basis of the representations and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions herein set forth and in the Indenture, the Purchaser agrees to purchase from the City and the City agrees to sell to the Purchaser the Bonds on the terms and conditions set forth herein. The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter defined) upon payment of an amount equal to the Closing Price (hereinafter defined) for the Bonds, which amount shall be deposited as provided in the Indenture and shall thereafter on the Closing Date immediately be applied to the payment of Project Costs as provided in the Lease. From time to time after the Closing Date as additional Project Costs are incurred, the Purchaser may make additional payments with respect to the Bonds (“Additional Payments”) to the Trustee, which Additional Payments shall be deposited in the Project Fund and applied to the payment of Project Costs at the outstanding principal amount of the Bonds shall increase by each such Additional Payment; provided that the sum of the Closing Price and all such Additional Payments for the Bonds shall not, in the aggregate, exceed $83,250,000.
Purchase, Sale and Delivery of the Bonds. On the basis of the representations and warranties of the District and subject to the terms and conditions set forth herein, we agree to purchase, and the District agrees to sell to us, the total principal amount of the Series 2010A Bonds at a purchase price of $ original issue premium [discount] of $ which purchase price reflects a net and an Underwriters’ discount of $ and the total principal amount of the Series 2010B Bonds at a purchase price of $ , which purchase price reflects a net original issue premium of $ and an Underwriters’ discount of $ . Payment of the purchase price for the Bonds shall be made to the District or its order by wire transfer to the office of the Trustee in Sioux Falls, South Dakota, at 10:00 a.m., Central Time, on December , 2010, or on such later date as may be agreed upon by an appropriate officer of the District and us, against delivery of the Bonds to The Depository Trust Company, New York, New York (“DTC”) for the account of the Underwriters and confirmation from DTC acceptable to the Underwriters that the Bonds have been received and are held for account of the Underwriters. Payment of the Underwriters’ commission shall be by wire transfer to such account as we may designate. The date and time of such payment and delivery are herein called the “Closing Date”.
Purchase, Sale and Delivery of the Bonds. (A) On the basis of the representations, warranties and agreements herein contained, and subject to the satisfaction of all terms and conditions of the Issuer’s resolution of intent and the terms and conditions herein set forth, at the closing time stated below (the “Closing Time”), the Issuer agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Issuer the Bonds at a purchase price equal to the aggregate principal amount of the Bonds funded in accordance with this Agreement up to a maximum principal amount of $16,000,000. The Bonds shall mature, shall bear interest at the rate and shall have the terms established by the Indenture. Payment for the Bonds shall be made by wire- transferred Federal Reserve funds, payable to the order of the Issuer. Upon receipt of the initial funding of the Purchase Price of the Bonds, the Bonds, executed by the Issuer, and authenticated by the Trustee, will be delivered to the Purchaser at the Closing Time, at the offices of Xxxxx Xxxx LLP (“Bond Counsel”), Kansas City, Missouri, or at such place or address as may be agreed to by the Purchaser and the Issuer. The Closing Time shall be 9:00 a.m. on March 14, 2013, or such other time as may be agreed to by the Purchaser and the Issuer.
(B) Subject to the conditions of this Section 4(B) and the further terms and conditions of this Agreement, the Purchaser shall fund the purchase of the Bonds in increments as provided in Section 2.08 of the Indenture and in Section 4.2 of the Lease, up to the maximum principal amount of the Bonds, as provided in the Indenture. The funding of the initial payment for the Bonds and all subsequent advances shall be made in immediately available funds to the order of the Trustee, for the account of the Issuer. After the initial funding of the Purchase Price at closing, each subsequent advance shall be subject to the following conditions:
