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 will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT
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Purchase, Sale and Delivery of the Bonds. On the basis of the representations, warranties, representations and 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 (as hereinafter defined) the Original Purchaser agrees to purchase from the District Issuer, and the District Issuer agrees to sell to the Purchaser at a purchase price of $9,047,295.85 (consisting of Original Purchaser, the original principal amount of Bonds on the Bonds, plus an original issue premium of $409,435.85, less an underwriting discount of $52,140.00)terms and conditions set forth herein. The Bonds will shall be issued under and secured as provided described in the Resolution, will Bond Resolution and the Bonds shall have the maturities and maturities, interest rates and will shall be subject to redemption all as set forth therein and on Schedule 1 I attached heretohereto which also contains a summary of the redemption provisions of the Bonds. The Purchaser intends to make an initial bona fide public offering of all delivery of the Bonds at Bond shall be made as a fully registered Bond in the prices set forth in Schedule 1 attached hereto; provided, however, that the Purchaser may subsequently change such offering price or pricesaggregate principal denomination of $2,800,000. The Bond shall be sold to the Original Purchaser agrees by the Issuer on the Closing Date (as hereinafter defined) upon payment of an amount equal 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 par amount thereof, less an Origination Fee of $56,000, without accrued interest (the "Purchase Price”). Payment for Delivery of the Bonds shall be made at the Closing Time, to the Original Purchaser. The payment of the Purchase Price shall be made by the Original Purchaser by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of a financial institution to be designated by the District Issuer for the account of the District, at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, Issuer at 10:00 a.m.A.M., local timeCentral Time, on February 1August 15, 20172014, or at such other place, time or and date as shall be mutually agreed upon by the District Issuer and the Original Purchaser. Upon such paymentThe Closing shall take place in the offices of Xxxxxxx & Xxxx, P.C., 000 X. Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx 00000. The delivery of and payment for the Bonds shall be delivered and released upon is herein called the instructions of the Purchaser to The Depository Trust Company, New York, New York. "Closing." 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 Issuer or its agents shall authorize the release of 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 on the Closing Time) duly executed and authenticated and bearing CUSIP numbers (provided neither Date upon receipt of payment for 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 will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTaforesaid.
Appears in 1 contract
Samples: Purchase Agreement
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 Subject to the terms and conditions herein and in reliance upon the representations, warranties and agreements set forth, at forth herein: the Closing Time the Purchaser Underwriter hereby agrees to purchase from the District City and the District City hereby agrees to sell to the Purchaser at a purchase price of $9,047,295.85 Underwriter all (consisting but not less than all) of the original $ aggregate principal amount of the City of Saratoga, California Community Facilities District No. 2016-1 (Arrowhead Project) Special Tax Bonds, Series 2018 (Taxable) (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 net original issue premium of $409,435.85$ ], less an underwriting Underwriter’s 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 Underwriter agrees to make an initial a bona fide initial public offering of all of the Bonds in compliance with federal and state securities laws, at a price not in excess of the initial offering prices (or yields) set forth in Schedule 1 Exhibit A attached hereto; providedhereto and incorporated herein by reference. Subsequent to the initial public offering, howeverthe Underwriter reserves the right to change the public offering prices (or yields) as it deems necessary in connection with the offering of the Bonds, without any requirement of prior notice, provided 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 Underwriter shall not invalidate such changes. change the interest rates set forth in Exhibit A. The Purchaser Bonds may offer be offered and sell the Bonds sold to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than such initial offering prices. The Bonds shall be substantially in the principal amount thereofform described in, shall be issued and secured under the provisions of, and shall be payable from the Special Tax Revenues and certain other amounts as provided in the Indenture, the Preliminary Official Statement (as hereinafter defined), and the Xxxxx- Xxxx Community Facilities Act of 1982, as amended, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California (the “Community Facilities District Act”). Payment for The issuance of the Bonds has been duly authorized by the City pursuant to a resolution (the “Resolution”), adopted by its City Council (the “City Council”), on [October 17], 2018). The proceeds of the Bonds shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to used to: (i) finance certain water infrastructure improvements; (ii) fund a reserve fund for the order Bonds; (iii) pay certain administrative expenses of the District for Community Facilities District; and (iv) pay the account costs of issuing 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 TimeBonds.” 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 will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT
Appears in 1 contract
Samples: Purchase Agreement
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 plus/less an original issue premium premium/discount 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.” DRAFT 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 will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFT.
Appears in 1 contract
Samples: Bond Purchase Agreement
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 (hereinafter defined) the Purchaser Underwriter agrees to purchase from the District and the District agrees to sell to the Purchaser Underwriter the Bonds at a purchase price of $9,047,295.85 162,121,610 (consisting of the original $148,000,000 principal amount of the Bonds, plus an a net original issue premium of $409,435.8514,639,610, less an underwriting discount of $52,140.00518,000). 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, and will be subject to redemption as set forth in the Resolution and the Official Statement. The Purchaser intends to make an initial bona fide public offering of all District acknowledges and agrees that (a) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the District and the Underwriter, (b) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the District, (c) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the District with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the District on other matters) or any other obligation to the District except the obligations expressly set forth in this Bond Purchase Agreement, and (d) the District has consulted with its own legal and other professionals to the extent it deemed appropriate in connection with the offering of the Bonds. The Underwriter initially agrees to offer the Bonds to the public at the prices set forth in on Schedule 1 attached hereto; provided, however, that the Purchaser but may subsequently change such offering prices (except to the extent the Underwriter may have agreed to comply with the hold-the-offering-price or prices. The Purchaser rule in Section 4); the Underwriter agrees to notify the District of such changes, if such changes occur prior to Closingthe Closing Time, but failure so to so notify shall will not invalidate such changes. The Purchaser Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than the principal amount thereofpublic offering prices. Payment for the Bonds shall will 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 or for the account of the District, District or to such other accounts as the District may direct at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m.no later than 11:00 A.M., local time, on February 1June 4, 20172019, or such other place, time or date as shall will be mutually agreed upon by the District and the PurchaserUnderwriter. Upon such payment, the Bonds shall be delivered and released upon the instructions of the Purchaser Underwriter to The Depository Trust Company, New York, New YorkYork (“DTC”). 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 Underwriter 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 will be registered in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered to the Paying Agent and held pursuant to DTC’s Fast Automated Securities Transfer (FAST) procedures, and will be made available to the Purchaser Underwriter at least 24 hours prior to the Closing Time for inspection upon delivery to the Paying Agent or at such other place as may be agreed upon by the District and the PurchaserUnderwriter. DRAFTIn conjunction with (a) an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission relating to the pricing of the Bonds, or (b) the implementation of future regulation or similar guidance from the Internal Revenue Service, the Securities and Exchange Commission or other federal or state regulatory authority regarding the retention of pricing data for the Bonds, at the request of the District, the Underwriter will provide information explaining the factual basis for the Underwriter’s representations herein and in the Underwriter’s Receipt for Bonds and Representations relating to the pricing of the Bonds, other than information that would identify customers (e.g., name or account number). This agreement by the Underwriter to provide such information will continue to apply after the Closing Time but shall not extend to any customer data or other confidential or proprietary information of the Underwriter.
Appears in 1 contract
Samples: Bond Purchase Agreement
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 (hereinafter defined) the Purchaser Underwriter agrees to purchase from the District City and the District City agrees to sell to the Purchaser Underwriter the Bonds at a purchase price of $9,047,295.85 433,400 (consisting of the original principal amount of the Bonds, plus an original issue premium of $409,435.85, Bonds less an underwriting discount of $52,140.00)6,600) plus accrued interest, if any, from the date of the Bonds to the date of payment and delivery. The Bonds will be issued under and secured as provided in the ResolutionBond Ordinance, will have the maturities and interest rates set forth on Schedule 1 attached hereto, and will be subject to redemption all as set forth on Schedule 1 attached hereto. The Purchaser intends McLiney And Company, a division of SAMCO Capital Markets, Inc., the City’s Municipal Advisor, has agreed to make an initial bona fide public offering of all the sale of the Bonds to the Underwriter. The City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Agreement is an arm’s-length commercial transaction between the City and the Underwriter, (ii) in connection with such transaction, the Underwriter is acting solely as a principal and not as an agent or a fiduciary of the City, (iii) the Underwriter has not assumed (individually or collectively) a fiduciary responsibility in favor of the City with respect to the offering of the Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the City on other matters) or any other obligation to the City except the obligations expressly set forth in this Agreement, and (iv) the City has consulted with its own professionals to the extent it deemed appropriate in connection with the offering of the Bonds. The Underwriter initially agrees to offer the Bonds to the public at the prices set forth in on Schedule 1 attached hereto; provided, however, that the Purchaser but may subsequently change such offering prices (except to the extent the Underwriter may have agreed to comply with the hold-the-offering-price or prices. The Purchaser rule in Section 3); the Underwriter agrees to notify the District City of such changes, if such changes occur prior to Closingthe Closing Time, but failure so to so notify shall will not invalidate such changes. The Purchaser Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at prices lower than the principal amount thereofpublic offering prices. Payment for the Bonds shall will 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 City or for the account of the District, City or to such other accounts as the City may direct at the offices of Xxxxxxx & Bell, P.C., 0000 Xxxxx Xxxxxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxxxx, at 10:00 a.m.no later than 11:00 A.M., local time, on February 1June 15, 20172023, or such other place, time or date as shall will be mutually agreed upon by the District City 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 YorkUnderwriter. 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 delivery of the Bonds will be delivered made in the form of a separate single fully registered form as a single manuscript bond Bond (which may be typewritten) for each maturity (in such denominations as and for each CUSIP number within the Purchaser shall specify in writing at least 48 hours prior to the Closing Time) same maturity, 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 will constitute cause to refuse delivery of any Bond). The Upon initial issuance, the ownership of the Bonds will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC under DTC’s book-entry-only system, will be delivered The Depository Trust Company. In conjunction with (i) an audit or inquiry by the Internal Revenue Service or the Securities and Exchange Commission relating to the Paying Agent pricing of the Bonds, or (ii) the implementation of future regulation or similar guidance from the Internal Revenue Service, the Securities and held pursuant to DTCExchange Commission or other federal or state regulatory authority regarding the retention of pricing data for the Bonds, at the request of the City, the Underwriter will provide information explaining the factual basis for the Underwriter’s Fast Automated Securities Transfer (FAST) procedures, representations herein and will be made available in the Underwriter’s Receipt for Bonds and Representations relating to the Purchaser at least 24 hours prior pricing of the Bonds, other than information that would identify customers (e.g., name or account number). This agreement by the Underwriter to provide such information will continue to apply after the Closing Time for inspection upon delivery but shall not extend to any customer data or other confidential or proprietary information of the Paying Agent or at such other place as may be agreed upon by the District and the Purchaser. DRAFTUnderwriter.
Appears in 1 contract
Samples: Bond Purchase Agreement
