Common use of Term and Payments Clause in Contracts

Term and Payments. (a) In order to finance the costs of the Project, City hereby sells and conveys any interests it has in the Project to Trustee, without recourse, representation or warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to City, without recourse, representation or warranty, and City hereby purchases and accepts, from Trustee, any interests Trustee has in the Project. (b) Trustee shall have no further obligation to provide funds for the Project, and City shall be entitled to sole and exclusive possession of the Project. (c) As the purchase price, City shall pay the Payments to Trustee on the dates and in the amounts set forth in the Schedule hereto. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. City shall also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. City shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii). City shall receive a credit against amounts so due, equal to any amounts held in the Payment Fund in excess of the amount then required to be in the Payment Fund. If the balance available in the Payment Fund after a Payment is insufficient to make the next required payments of principal and interest due on the Obligations on the next date for payment thereof, City shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligations falling due on such date. (d) The obligation of City to pay the amounts described in paragraph (c) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to City or otherwise, or out of indebtedness or liability at any time owing to City by Trustee. Until such time as all of the payments described in paragraph (c) hereof (including the Payments) shall have been fully paid or provided for, City (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof, and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project or the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, abandonment of the Project by City, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement contained. (e) Any of the payments described in paragraph (c) hereof (including the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified by Trustee in writing to City.

Term and Payments. (a) In order to finance the costs of the Project, City hereby sells and conveys any interests it has in the Project to Trustee, without recourse, representation or warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn Seller hereby sells and conveys back to CityTown, without recourse, representation or warranty, and City Town hereby purchases from Seller, the Projects. (In order to evidence such sale, Xxxxxx has executed and accepts, from Trustee, any interests Trustee has in delivered to Town a bill of sale on the Projectdate of original execution and delivery of the Obligations.) Town shall be entitled to sole and exclusive possession of the Projects. (b) Trustee To provide the funds necessary for Seller to finance the Projects, Seller, in its capacity as Trustee, shall execute and deliver the Obligations. (Seller shall have no further obligation to provide funds for the Project, and City shall be entitled to sole and exclusive possession of the ProjectProjects.) (c) As the purchase priceprice for the Projects, City Town shall pay make the Payments payments to Trustee Seller at the address specified pursuant to Section 18 hereof (or such other address as Seller may designate in writing) on the dates and in the amounts set forth in the Schedule heretoschedule attached hereto and made a part hereof as the Exhibit hereto (the “Payments”). (The Interest Portion is interest for purposes obligation of the Code.) This Agreement shall be deemed and construed Town to be a “net purchase agreement,” and make the Payments shall be an absolute net return limited to Trustee, free amounts from the revenues from the Excise Taxes and clear of any expenses or charges whatsoever, except as otherwise specifically provided hereinthe State Shared Revenues. City shall also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. City shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii). City Town shall receive a credit against amounts so due, due equal to any amounts held in the Payment Fund in excess of the amount then required to be in the Payment Fundand available for such purpose. If the balance available in the Payment Fund after a Payment is insufficient to make the next required payments of principal and interest due on the Obligations on the next date for payment thereof, City Town shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligations falling due on such date. (Town shall also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement, to the United States of America any amounts required by Section 13(c), and all amounts necessary for compliance with the Continuing Disclosure Undertaking, provided, however, that failure of Town to pay such amounts with respect to the Continuing Disclosure Undertaking shall not be considered an event of default.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Seller, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. (d) The obligation obligations of City Town to pay make the amounts described in paragraph (c) hereof (including the Payments) Payments from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of Seller of any obligation to City Town or otherwise, or out of indebtedness or liability at any time owing to City Town by TrusteeSeller. Until such time as all of the payments described in paragraph (c) hereof (including the Payments) Payments shall have been fully paid or provided for, City Town (i) shall not suspend or discontinue the samePayments, (ii) shall comply with the other provisions hereof, and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, failure of Seller or any other person to complete the Projects, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project or Projects, the taking by eminent domain of title to or temporary use of any or all of the ProjectProjects, commercial frustration of purpose, purpose or abandonment of the Project Projects by CityTown, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee Seller to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee Seller from the performance of any of the agreements on its part herein or in the Trust Agreement containedcontained and in the event Seller shall fail to perform any such agreements on its part, Town may institute such action against Seller as Town may deem necessary to compel performance so long as such action does not abrogate the obligations of Town contained in the first sentence of this paragraph (d). (e) This Agreement shall not terminate so long as any payments are due and owing pursuant to the Obligations. Subject to Section 9, upon full payment or provision for payment and in consideration of the timely payment of all of the Payments and provided that Town has performed all the covenants and agreements required by Town to be performed, this Agreement shall cease and expire. Upon the expiration of this Agreement as provided in this Section, Town shall cause Trustee to release any interest which Trustee may have in the Projects or the revenues thereof from the lien of the Trust Agreement. (f) Any of the payments described in paragraph (c) hereof (including the Payments) Payments due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified by Trustee in writing to City.

Term and Payments. (a) In order to finance the costs of the Project, City Trustee hereby sells and conveys any interests it has in the Project to Trustee, without recourse, representation or warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to City, without recourse, representation or warranty, and City hereby purchases and accepts, from Trustee, any interests Trustee has in the ProjectProjects. (b) Trustee shall have no further obligation to provide funds for the ProjectProjects, and City shall be entitled to sole and exclusive possession of the ProjectProjects. (c) As the purchase priceprice for the Projects, City shall pay the Payments to Trustee on the dates and in the amounts set forth in the Schedule heretoTrustee. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. City shall also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. City shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii10(b)(ii). City shall further also pay all amounts required pursuant to Section 10(c) and necessary for compliance with the Continuing Disclosure Agreement; provided, however, that the failure to pay such amounts shall not be an Event of Default. City shall receive a credit against amounts so due, equal to any amounts held in the Payment Fund in excess of the amount then required to be in the Payment Fund. If the balance available in the Payment Fund after a Payment is insufficient to make the next required payments of principal and interest due on the Obligations on the next date for payment thereof, City shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligations falling due on such date. (d) The obligation of City to pay the amounts described in paragraph (c) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to City or otherwise, or out of indebtedness or liability at any time owing to City by Trustee. Until such time as all of the payments described in paragraph (c) hereof (including the Payments) shall have been fully paid or provided for, City (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof, hereof and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, failure of Trustee or any other person to acquire the Projects, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project or Projects, the taking by eminent domain of title to or temporary use of any or all of the ProjectProjects, commercial frustration of purpose, abandonment of the Project Projects by City, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement containedcontained and in the event Trustee shall fail to perform any such agreements on its part, City may institute such action against Trustee as City may deem necessary to compel performance so long as such action does not abrogate the obligations of City contained in the first sentence of this paragraph. (e) Any of the payments described in paragraph (c) hereof (including the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified by Trustee instructed to City in writing to Citywriting.

Term and Payments. (a) In order to finance and refinance, as applicable, the costs of the ProjectProjects (in the case of the Refinanced Projects, City those costs which have not been paid to date), Town hereby sells and conveys any interests it has in the Project and the Refinanced Projects to Trustee, without recourse, representation or warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to CityTown, without recourse, representation or warranty, and City Town hereby purchases and accepts, from Trustee, any interests Trustee has in the ProjectProjects. Amounts paid to the 2010 Trustee and the 2016 Trustee have been applied to defease the Obligations Being Refunded. (b) Trustee shall have no further obligation to provide funds for the ProjectProjects, and City Town shall be entitled to sole and exclusive possession of the ProjectProjects. (c) As the purchase price, City Town shall pay the Payments to Trustee on the dates and in the amounts set forth in the Schedule I and Schedule II hereto. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. City Town shall also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. City Town shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii). City Town shall receive a credit against amounts so due, equal to any amounts held in the Payment Fund in excess of the amount then required to be in the Payment Fund. If the balance available in the Payment Fund after a Payment is insufficient to make the next required payments of principal principa l and interest due on the Obligations on the next date for payment thereof, City Town shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligations falling due on such date. (d) The obligation of City Town to pay the amounts described in paragraph (c) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to City Town or otherwise, or out of indebtedness or liability at any time owing to City Town by Trustee. Until such time as all of the payments described in paragraph (c) hereof (including the Payments) shall have been fully paid or provided for, City Town (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof, and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of considerationconsideratio n, eviction or constructive eviction, destruction of or damage to the Project Projects or the taking by eminent domain of title to or temporary use of any or all of the ProjectProjects, commercial frustration of purpose, abandonment of the Project Projects by CityTown, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement contained, and, in the event Trustee shall fail to perform any such agreements on its part, Town may institute such action against Trustee as Town may deem necessary to compel performance so long as such action does not abrogate the obligations of Town contained in the first sentence of this paragraph. (e) Any of the payments described in paragraph (c) hereof (including includ ing the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified by Trustee in writing to CityTown.

Term and Payments. (a) In order to finance the costs of the Project, City hereby sells and conveys any interests it has in the Project to Trustee, without recourse, representation or warranty, for the sum of $10.00 and other valuable consideration had and received. For the amounts payable pursuant hereto (including the Payments), Trustee in turn hereby sells and conveys back to City, without recourse, representation or warranty, and City hereby purchases and accepts, from Trustee, any interests Trustee has in the Project. (b) Trustee shall have no further obligation to provide funds for the Project, and City shall be entitled to sole and exclusive possession of the Project. (c) As the purchase price, City shall pay make the Payments to Trustee at the address specified in the Trust Agreement for Trustee (or such other address as Trustee may designate in writing) on the dates and in the amounts set forth in the Schedule heretoattached hereto and made a part hereof. (The Interest Portion is interest for purposes of the Code.) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. City shall also pay all amounts necessary for compliance with the Continuing Disclosure Undertaking. City shall further also pay to Trustee its fees and expenses in accordance with the provisions of the Trust Agreement and to the United States of America any amounts required by Section 11(b)(ii). City shall receive a credit against amounts so due, equal to any amounts held in the Payment Fund in excess of the amount then required to be in the Payment Fund. If the balance available in the Payment Fund after a Payment is insufficient to make the next required payments of principal and interest due on the Obligations Obligation on the next date for payment thereof, City shall pay any such deficiency in sufficient time to prevent default in the payment of principal of or interest on the Obligations Obligation falling due on such date. (dc) This Agreement shall be deemed and construed to be a “net purchase agreement,” and the Payments shall be an absolute net return to Trustee, free and clear of any expenses or charges whatsoever, except as otherwise specifically provided herein. The obligation of City to pay the amounts described in paragraph (cb) hereof (including the Payments) from the sources described herein and to comply with the other provisions hereof shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, abatement, counterclaim, or recoupment arising out of any breach by Trustee of any obligation to City or otherwise, or out of indebtedness or liability at any time owing to City by Trustee. Until such time as all of the payments described in paragraph (cb) hereof (including the Payments) shall have been fully paid or provided for, City (i) shall not suspend or discontinue the same, (ii) shall comply with the other provisions hereof, and (iii) shall not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, failure of Trustee or any other person to acquire the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Project or the taking by eminent domain of title to or temporary use of any or all of the Project, commercial frustration of purpose, abandonment of the Project by City, any change in the tax or other laws of the United States of America or of the State or any political subdivision of either or any failure of Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Trust Agreement or this Agreement. Nothing contained in this Section shall be construed to release Trustee from the performance of any of the agreements on its part herein or in the Trust Agreement contained, and, in the event Trustee shall fail to perform any such agreements on its part, City may institute such action against Trustee as City may deem necessary to compel performance so long as such action does not abrogate the obligations of City contained in the first sentence of this paragraph. (ed) Any of the payments described in paragraph (cb) hereof (including the Payments) due on a day which is not a Business Day may be made on the next Business Day and will be deemed to have been made on the date due. (f) Amounts payable to Trustee shall be paid by the means specified by Trustee in writing to City.