Common use of The Bonds Clause in Contracts

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 2 contracts

Samples: Bond Purchase Contract, Bond Purchase Contract

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The Bonds. (a) The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code of the State of Californiaand other applicable law, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution in accordance with Resolution No. 19/20-38 of the Board of Trustees of the District, adopted on June 23April 7, 2015 2020 (the “Resolution”), and pursuant to the terms of that certain Paying Agent Agreement, dated as of May 1, 2020 (the “Paying Agent Agreement”), to be entered into by and between the District and U.S. Bank National Association, as paying agent (the “Paying Agent”) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. to this Purchase Agreement. (b) The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2020, and thereafter on February 1 and August 1 of in each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 year until maturity. (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. c) The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A. (d) The Bonds shall be issued in full book-entry form. form and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated April 9, 2020 (the “Preliminary Official Statement”). (e) One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractAgreement.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Bonds shall United States Government Guaranteed Ship Financing Obligations, 7500 Series, due December 1, 2015, referred to above (collectively the “Bonds”) in the aggregate principal amount set forth opposite your name in Schedule I hereto are proposed to be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 and sold by the Shipowner upon fulfillment of the Government Code terms and conditions set forth herein. Such Bonds will be issued and sold to aid in financing the construction of the State of California, and a paying agent agreement by and between the District and , one semi-submersible drilling unit now known as paying agent ENSCO 7500 (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionVessel”). The Vessel will be owned by the Shipowner. Such Bonds will be in book-entry form only and will bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the date of issuance at 6.36 % per annum. Interest is payable semi-annually, on June 1 and December 1 of each year until maturity, commencing June 1, 2001. The Bonds will be issued under a Trust Indenture (the “Indenture”), dated as of December 15, 1999, between the Shipowner and Bankers Trust Company, a New York banking corporation, as trustee (the “Indenture Trustee”), as supplemented by Supplement No. 1 to Trust Indenture. Payment of the principal of and interest on the Bonds will be fully and unconditionally guaranteed by the United States of America pursuant to the guarantee imprinted on the Bonds (the “Guarantee”) under Title XI (“Title XI”) of the Merchant Marine Act, 1936, as amended and in effect on the Closing Date (the “Act”). The aggregate principal amount of the Bonds to be issued and sold by the Shipowner on the Closing Date (as hereinafter defined) shall not exceed the aggregate principal amount of Bonds eligible for the Guarantees, as determined by the Secretary of Transportation, acting by and through the Maritime Administrator (the “Secretary”). The Guarantees will be endorsed on the Bonds by the Indenture Trustee on behalf of the United States of America pursuant to the authorization contained in the Authorization Agreement (as amended through the Closing Date, the “Authorization Agreement”) between the United States of America and the Indenture Trustee. Title XI provides that the full faith and credit of the United States of America is pledged to the payment of the Guarantees; that the Guarantees are conclusive evidence of the eligibility of the Bonds for such Guarantees and that the Secretary must find, prior to entering into a commitment to guarantee the Bonds, that the property or project financed by the Bonds will be, in his opinion, economically sound. Title XI also provides that the Secretary, prior to guaranteeing the Bonds, must approve the Shipowner as being responsible and possessing the ability, experience, financial resources, and other qualifications necessary for the adequate operation and maintenance of the Vessel. Accordingly, it is understood that you will not have the responsibility to examine or review independently the financial condition (including the financial statements) of the Shipowner and may rely completely on the Secretary’s determination regarding such financial matters. In regard to the sufficiency of instruments (other than the Authorization Agreement, the Indenture, the Guarantees and the Bonds), documents (other than those addressed to you or required by you pursuant to the terms of this Agreement) and other formalities of the closing, it is further understood that you may rely on the Secretary’s determination that the same are sufficient for the Secretary to execute the Guarantees. The Bonds, the Indenture, the Guarantees and the Authorization Agreement shall conform in all material respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described descriptions thereof contained in the Preliminary Official Statement of the District with respect to the BondsOffering Circular, dated January 15, 2015 2001, as amended by the Final Offering Circular (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTCOffering Circular”), and will be made available to the Underwriter for inspection at with such place changes as may be mutually agreed to approved by the Underwriter you or your special counsel and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractSecretary.

Appears in 1 contract

Samples: Bond Purchase Agreement (Ensco International Inc)

The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to Article 4.5 the provisions of Articles 9 and 11, Chapter 3 of 3, Part 1 of Division 2 of Title 5 of the California Government Code of Code, commencing with Section 53506 (the State of California“Bond Law”), and a paying agent agreement Resolution of the Board of Education of the District (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow Agreement”), by and between the District and U.S. Bank National Association, as escrow bank (the “Escrow Bank”), for the bonds of the District to be refunded as described in the Official Statement, defined herein (the “Prior Bonds”), for the benefit of the owners of the Prior Bonds, to refund and defease the Prior Bonds. B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent (the “Paying Agent AgreementAgent”), and authorized by a resolution of for the Board of Trustees account of the District, adopted the amount of $ as a good-faith deposit (“Good Faith Deposit”) for the performance by the Underwriters of their obligations to accept and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on June 23, 2015 (the “Resolution”). part of the District as a result of such failure. C. The Bonds shall conform in all respects to the terms be executed and provisions set forth in the Resolution delivered under and in accordance with the provisions of this Purchase ContractAgreement, including in Appendix A hereto, which is incorporated herein by referencethe Bond Law and the Resolution. The Bonds shall be issued in the form of current interest Bondsdefinitive form, as described herein. The Bonds shall be dated as of the date of delivery, bear CUSIP numbers and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY Company (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. (a) The Bonds shall be dated their date of delivery, and shall mature on the dates and be subject to redemption prior to their maturity all as set forth on Exhibit A hereto. The Bonds shall otherwise be as described in and shall be issued and secured pursuant to Article 4.5 the provisions of the resolution of the Board of Education of the District (the “Board of Education”) adopted on September 15, 2020 (the “Resolution”), which provides for the terms of the Bonds, this Purchase Agreement and Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”). The Bonds are being issued (i) to refund a portion of the State outstanding San Xxxxx Valley Unified School District (County of Contra Costa, California) General Obligation Refunding Bonds, Series 2012, maturing on August 1 in the years [2023 through 2029, inclusive] (the “Prior 2012 Refunding Bonds”), (ii) to refund a portion of the outstanding San Xxxxx Valley Unified School District (County of Contra Costa, California) General Obligation Refunding Bonds, Series 2012, maturing on August 1 in the years [2024 through 2031, inclusive] (the “Prior 2013 Refunding Bonds”), (iii) to refund a portion of the outstanding San Xxxxx Valley Unified School District (County of Contra Costa, California) General Obligation Bonds, Election of 2012, Series 2013, maturing on August 1 in the years [2027 through 2029, inclusive, 2031, 2033 and 2037] (the “Prior 2013 New Money Bonds”), (iv) to refund a portion of the outstanding San Xxxxx Valley Unified School District (County of Contra Costa, California) General Obligation Bonds, Election of 2012, Series 2015, maturing on August 1 in the years [2026 through 2036, inclusive, and 2040] (the “Prior 2015 Bonds” and together with the Prior 2012 Refunding Bonds, the Prior 203 Refunding Bonds and the Prior 2013 New Money Bonds, the “Prior Bonds”), and (v) to pay costs of issuance of the Bonds. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Resolution. (b) [The payment of principal of and interest on the Bonds will be secured by a paying agent agreement municipal bond insurance policy (the “Policy”) to be issued simultaneously with the issuance of the Bonds by [ ] (the “Insurer”).] (c) Proceeds of the Bonds will be deposited in an escrow fund established under Escrow Agreement, dated as of [ ] 1, 2020 (the “Escrow Agreement”), by and between the District and the Escrow Bank, relating to the Prior Bonds. (d) In order to assist the Underwriters with compliance with Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as paying agent amended (the “Paying Agent AgreementRule”), and authorized by a resolution of the Board of Trustees of District will enter into the DistrictContinuing Disclosure Certificate, adopted on June 23, 2015 dated the Closing Date (the “ResolutionContinuing Disclosure Certificate”). . (e) This Purchase Agreement, the Resolution, the Escrow Agreement and the Continuing Disclosure Certificate are collectively referred to herein as the “District Documents.” (f) The Bonds shall conform in all respects to the terms be executed and provisions set forth in the Resolution delivered under and in accordance with the provisions of this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceAgreement and the Resolution. The Bonds shall be issued in the form of current interest Bondsdefinitive form, as described herein. The Bonds shall be dated as of the date of deliverybear CUSIP numbers, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY New York (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on [June 25], 2019 (the “Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement, dated as paying agent of [August] 1, 2019 (the “Paying Agent Agreement”), to be entered into by and authorized by a resolution of between the Board of Trustees of the DistrictDistrict and U.S. Bank National Association, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on [February 1, 2020], and thereafter on February 1 and August 1 of in each year, commencing year until maturity. [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] The Bonds shall be issued in full book-entry formform and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”) and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on April 28, 2020 (the “District Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement, dated as paying agent of July 1, 2020 (the “Paying Agent Agreement”), to be entered into between the District and authorized by a resolution the Treasurer and Tax Collector the City and County of the Board of Trustees of the DistrictSan Francisco, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution District Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 June 15 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year[December 15, commencing [February 1, 20162020]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”)thereafter on June 15 and December 15 in each year until maturity. To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. [The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] The Bonds shall be issued in full book-entry formform and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Current Interest Bonds shall be dated their date of delivery, shall bear interest at the rates and shall mature on 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest at the rates and shall mature on 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 XIIIA of the Government Code Constitution of the State of CaliforniaCalifornia and Title 1, Division 1, Part 10, Chapters 1 and a paying agent agreement by and between 1.5 of the District and , as paying agent California Education Code (the “Paying Agent AgreementEducation Code)) and pursuant to, and authorized by a resolution shall otherwise be as described in, resolutions of the Board of Trustees of the District, adopted on June 23, 2015 District (the “Board of Trustees”) adopted on , 2009 (the “District Resolution”), and of the Board of Supervisors of the County (the “Board of Supervisors”) adopted , 2009 (the “County Resolution” and, collectively with the District Resolution, the “Resolutions”), which provide for the terms of the Bonds and designate Zions First National Bank as initial paying agent therefor (the “Paying Agent”), and this Bond Purchase Agreement. The Bonds shall conform in all respects were authorized under and pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein a bond authorization approved by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as more than fifty-five percent (55%) of the date of delivery, and shall mature on August 1 in each voters of the yearsDistrict voting at an election held on November 4, in 2008 (the principal amounts“Election”) approving an amount not to exceed $24,935,000 of general obligation bonds of the District to be used to finance specific construction, repair and pay interest at improvement projects (collectively, the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be “Project”) as further described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”defined below). To Capitalized terms used herein and not defined herein shall have the extent the terms of the bonds meanings set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall controlCounty Resolution. The Bonds shall be subject to optional executed and mandatory sinking fund redemption on delivered under and in accordance with the terms provisions of this Bond Purchase Agreement and at the times shown in Appendix A. Resolutions. The Bonds shall be in full book-entry definitive form. One , shall bear CUSIP numbers, shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The the Depository Trust Company, New York, NY New York (“DTC”), . [The payment of principal of and interest and compounded interest (but not any redemption premium) on the Bonds as specified in Exhibit A hereto will be made available to secured by a municipal bond insurance policy (the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers “Insurance Policy”) to be printed on issued simultaneously with the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery issuance of and pay for the Bonds in accordance with by (the terms of this Purchase Contract“Insurer”).]

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Bonds shall be dated their Date of Delivery. The Bonds shall mature on the dates and in the years shown on Appendix A hereto, shall otherwise be as described in the Official Statement (defined herein), and shall be issued and secured pursuant to Article 4.5 the provisions of the Resolution of the District adopted on April 14, 2021 (the “Resolution”), and Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionAct”). The Bonds shall conform in all respects to the terms be executed and provisions set forth in the Resolution delivered under and in accordance with the provisions of this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceContract and the Resolution. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of deliverybear CUSIP numbers, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full fully registered book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY New York (“DTC”). The Bonds shall initially be in authorized denominations of Five Thousand Dollars ($5,000) principal amount, or any integral multiple thereof. The net proceeds of the Bonds will be used to advance refund portions of the outstanding Ohlone Community College District (Alameda County, California) Election of 2010 General Obligation Bonds, Series B (the “Refunded Bonds”) pursuant to an Escrow Agreement dated as of May 1, 2021 (the “Escrow Agreement”), by and between the District and U.S. Bank National Association, as escrow bank (the “Escrow Agent”). The net proceeds of the Bonds will be deposited into an escrow fund held pursuant to the Escrow Agreement and invested in certain Federal Securities, as such term is defined in the Resolution, the principal of and interest on which shall be used, together with funds deposited with the Escrow Agent as cash, to pay the redemption price of the Refunded Bonds on their first available redemption date, and will be made available to the Underwriter for inspection at interest due thereon on and before such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contractdates.

Appears in 1 contract

Samples: Purchase Contract

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on February 23, 2021 (the “Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement dated as of April 1, as paying agent 2021 (the “Paying Agent Agreement”), to be entered into by and authorized by a resolution of between the Board of Trustees of the DistrictDistrict and U.S. Bank National Association, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2021, and thereafter on February 1 and August 1 of in each year, commencing year until maturity. [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times dates shown in Appendix A. A.] The Bonds shall otherwise be as described in full book-entry formthe preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Current Interest Bonds shall be dated as of the their date of delivery, delivery and shall mature on August 1 in each of the yearsyears shown on Exhibit A hereto and be subject to optional[, in the principal amounts, extraordinary] and pay interest at the rates, mandatory redemption all as shown in Appendix A. Interest on the Exhibit A hereto. The Capital Appreciation Bonds shall be payable dated their date of delivery and shall mature on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, years shown on Exhibit A hereto and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption all as shown on Exhibit A hereto. The Convertible Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest to their Conversion Dates at the rates, shall bear interest from and after their Conversion Dates at the rates, shall convert to current interest bonds on the terms Conversion Dates and shall mature on August 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of the Resolution of the District adopted on , 2011 (the “District Resolution”) and the Resolution of the Board of Supervisors of the County adopted , 2011 (the “County Resolution” and, collectively with the District Resolution, the “Resolutions”) and California Government Code Section 53506 et seq., including Section 53508.7 thereof, and California Education Code Section 15140 (the “Act”). The Bonds were authorized under and pursuant to a bond authorization approved by more than fifty-five percent (55%) of the voters of the District voting at an election held on November 2, 2010 (the times shown “Election”) approving an amount not more than $169,300,000 of general obligation bonds of the District. The Bonds are being issued to finance the repair, renovation, construction, acquisition and improvement of school facilities. The Bonds shall be executed and delivered under and in Appendix A. accordance with the provisions of this Purchase Agreement and the Resolutions. The Bonds shall be in full book-entry form. One , shall bear CUSIP numbers, shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), New York; the Bonds shall initially be in authorized denominations of $5,000 principal or maturity value each or any integral multiple thereof. [The payment of principal of and interest on the Bonds will be made available to secured by a municipal bond insurance policy (the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers “Policy”) to be printed on issued simultaneously with the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery issuance of and pay for the Bonds in accordance with the terms of this Purchase Contract.by

Appears in 1 contract

Samples: Bond Purchase Agreement

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The Bonds. The Bonds shall be described in, and shall be issued and secured pursuant to to, the provisions of the Constitution and the laws of the State of California including the provisions of the Xxxxx-Xxxx Local Bond Pooling Act of 1985, constituting Article 4.5 4 of Chapter 3 of Part 1 5 (commencing with Section 6584) of Division 2 7 of Title 5 1 of the Government Code of the State of CaliforniaCalifornia (the “Bond Law”), and the Indenture, authorizing the issuance of the Bonds. The Bonds are being issued for the purpose of funding a paying agent agreement reserve fund for the Bonds, to acquire from the District the District Bonds (as defined in the Indenture) being issued by the District pursuant to the Fiscal Agent Agreement, dated as of [Closing Month] 1, 2014 (the “Fiscal Agent Agreement”), by and between the District and Union Bank, N.A., as paying fiscal agent (the “Paying Agent AgreementFiscal Agent”), and authorized by a resolution to pay the costs of issuance of the Board of Trustees of Bonds and the District, adopted on June 23, 2015 (the “Resolution”)District Bonds. The Bonds shall conform are secured by the Revenues (as defined in all respects the Indenture), consisting primarily of amounts received by the Authority from the District pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceDistrict Bonds. The Bonds shall be issued payable and shall be subject to redemption as provided in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, Indenture and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the BondsAuthority, dated [POS Date], 2015 2014 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), and the Official Statement of the Authority dated of even date herewith. To Such Official Statement, including the extent cover page and the appendices thereto, relating to the Bonds, as amended to conform to the terms of the bonds set forth in this agreement may conflict Purchase Contract and with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional such changes and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered amendments thereto as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be have been mutually agreed to by the Underwriter Authority, the District and the DistrictUnderwriter, not less than one business day prior is hereinafter referred to as the “Official Statement.” This Purchase Contract and the Indenture are referred to herein as the “Authority Documents.” This Purchase Contract, the Fiscal Agent Agreement and the Continuing Disclosure Agreement, dated as of [Closing DateMonth] 1, 2014 (the “Continuing Disclosure Agreement”), by and between the District and Union Bank, N.A., as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and dissemination agent, are referred to herein as the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractDocuments.

Appears in 1 contract

Samples: Purchase Contract

The Bonds. The Bonds shall be described in, and shall be issued and secured pursuant to to, the provisions of the Constitution and the laws of the State of California including the provisions of the Xxxxx-Xxxx Local Bond Pooling Act of 1985, constituting Article 4.5 4 of Chapter 3 of Part 1 5 (commencing with Section 6584) of Division 2 7 of Title 5 1 of the Government Code of the State of CaliforniaCalifornia (the “Bond Law”), and the Indenture, authorizing the issuance of the Bonds. The Bonds are being issued for the purpose of funding a paying agent agreement reserve fund for the Bonds, to acquire from the District the District Bonds (as defined in the Indenture) being issued by the District pursuant to the Fiscal Agent Agreement, dated as of November 1, 2010 (the “Original Fiscal Agent Agreement”), by and between the District and Union Bank, N.A., as paying fiscal agent (the “Paying Fiscal Agent”), as supplemented by a First Supplement to Fiscal Agent Agreement, dated November 1, 2012, by and between the District and the Fiscal Agent (the “First Supplement to Fiscal Agent Agreement,” and, together with the Original Fiscal Agent Agreement, the “Fiscal Agent Agreement”), ) and authorized by a resolution to pay the costs of issuance of the Board of Trustees of Bonds and the District, adopted on June 23, 2015 (the “Resolution”)District Bonds. The Bonds shall conform are secured by the Revenues (as defined in all respects the Indenture), consisting primarily of amounts received by the Authority from the District pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceDistrict Bonds. The Bonds shall be issued payable and shall be subject to redemption as provided in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, Indenture and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the BondsAuthority, dated [October/November] _, 2015 2012 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), and the Official Statement of the Authority dated of even date herewith. To Such Official Statement, including the extent cover page and the appendices thereto, relating to the Bonds, as amended to conform to the terms of the bonds set forth in this agreement may conflict Purchase Contract and with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional such changes and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered amendments thereto as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be have been mutually agreed to by the Underwriter Authority, the District and the DistrictUnderwriter, not less than one business day prior is hereinafter referred to as the Closing Date“Official Statement.” This Purchase Contract and the Indenture are referred to herein as the “Authority Documents.” This Purchase Contract, the Fiscal Agent Agreement and the Continuing Disclosure Agreement, dated as of November 1, 2012 (the “District Continuing Disclosure Agreement”), by and between the District and Union Bank, N.A., as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and dissemination agent, are referred to herein as the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractDocuments.

Appears in 1 contract

Samples: Purchase Contract

The Bonds. The United States Government Guaranteed Ship Financing Bonds, Q4000 Series, due February 1, 2027, referred to above (collectively, the “Bonds”) in the aggregate principal amount set forth opposite your name in Schedule I hereto are proposed to be issued and sold by the Shipowner upon fulfillment of the terms and conditions set forth herein. The Bonds shall will be issued pursuant and sold to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 aid in the refinancing of the Government Code construction of the State of Californiavessel Q4000, and a paying agent agreement by and between the District and , as paying agent Official Number 1122763 (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionVessel”). The Bonds shall conform will be in all respects to fully registered form only and will bear interest (calculated on the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form basis of current interest Bonds, as described herein. The Bonds shall be dated as a 360-day year comprised of twelve 30-day months) from the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest issuance at the ratesrate per annum set forth above, shown payable semiannually in Appendix A. Interest on the Bonds shall be payable arrears, on February 1 and August 1 of each yearyear until maturity, commencing [February 1, 2016]2006. The Bonds shall otherwise will be issued pursuant to that certain Trust Indenture, dated as described in the Preliminary Official Statement of August 16, 2000, as amended by Supplement No. 1 thereto, dated as of January 25, 2002, Supplement No. 2 thereto, dated as of November 15, 2002, Supplement No. 3 thereto, dated as of December 14, 2004, and Supplement No. 4 to Trust Indenture, dated as of the District with respect to the Bonds, dated , 2015 Closing Date (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments theretoas so amended, the “Preliminary Official StatementIndenture”) between the Shipowner and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the “Indenture Trustee”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity Proceeds of the Bonds will be prepared used to repay the Shipowner’s outstanding indebtedness under a floating rate note, and delivered repay certain items of cost, all relating to the financing of the Vessel. Payment of the principal of and interest on the Bonds will be fully and unconditionally guaranteed by the United States of America pursuant to the guarantee imprinted by the Indenture Trustee pursuant to that certain Authorization Agreement, dated as described in Section 8 hereofof August 16, registered in the name of Cede & Co.2000, as nominee amended by Amendment No. 1 thereto, dated as of The Depository Trust CompanyJanuary 25, New York2002, NY Amendment No. 2 thereto, dated as of November 15, 2002, and Amendment No. 3 thereto, dated as of the Closing Date (as so amended, the DTCAuthorization Agreement”), on each of the Bonds (the “Guarantee”) under Title XX xx xxx Xxxxxxxx Xxxxxx Xxx, 0000, as amended and in effect on the Closing Date (the “Act”). Since the Bonds are guaranteed with the full faith and credit of the United States of America, it is understood that you will not independently review the financial condition of the Shipowner and will rely completely on the Secretary’s determination regarding the financial resources and maritime ability of the Shipowner. The Bonds will be made available offered by a term sheet, dated September 27, 2005, and a Final Offering Circular, dated September 27, 2005 (the “Offering Circular”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in Schedule A to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractIndenture.

Appears in 1 contract

Samples: Bond Purchase Agreement (Cal Dive International Inc)

The Bonds. (a) The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code of the State of Californiaand other applicable law, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution in accordance with Resolution No. [ ] of the Board of Trustees of the District, adopted on June 23[April 7], 2015 2020 (the “Resolution”), and pursuant to the terms of that certain Paying Agent Agreement, dated as of [May] 1, 2020 (the “Paying Agent Agreement”), to be entered into by and between the District and U.S. Bank National Association, as paying agent (the “Paying Agent”) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. to this Purchase Agreement. (b) The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2020, and thereafter on February 1 and August 1 of in each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 year until maturity. (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. c) The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] (d) The Bonds shall be issued in full book-entry form. form and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). (e) One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractAgreement.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Bonds. The Authorized Amount and Form of Bonds. Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement secured by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds Indenture shall be issued in fully registered form without coupons and in substantially the form set forth herein with such appropriate variations, omissions, and insertions as are permitted or required by this Indenture, and in accordance with the further provisions of this Article 2. The maximum aggregate principal amount of Bonds that shall be issued hereunder shall be $11,500,000.00, unless duplicate Bonds are issued as provided in Section 2.7 hereof or 2.12 hereof. The Bonds, together with the Certificate of Authentication, the form of current interest Assignment, and the registration information thereon, shall be in substantially the forms found at Exhibit B hereto. Issuance of Bonds, as described herein. The Bonds shall shall: (1) be dated as of the date Dated Date; (2) be initially issued and delivered as fully registered bonds without coupons, in the minimum denominations of delivery$100,000 or any amount (including cents) in excess of $100,000; except that a Bond may be exchanged after redemption or purchase for a Bond in the Authorized Denomination of less than $100,000 to the extent necessary to represent the unredeemed portion of such Bond; (3) be designated Series 2017 Bonds; (4) except for the Initial Bond which shall be numbered , the Bonds shall be numbered from A-1 upwards in chronological order of delivery for each respective series of Bonds with such number being preceded by such designation as the Trustee shall determine; (5) mature on the Maturity Date, and shall mature on August 1 in each be subject to the put option pursuant to Section 3.5 of this Indenture; (6) shall bear interest from the years, Bond Closing Date at the rates provided for in the principal amounts, Bonds; provided that the interest rate on the Bonds will be increased to a per annum rate equal to the Default Rate both prospectively and pay interest at retroactively to the rates, shown in Appendix A. Interest date on which a Determination of Taxability on the Bonds shall be applicable, and the Borrower shall pay to the Holders promptly upon demand any interest due retroactively; (7) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, except that interest on February 1 and August 1 the Bonds will be payable either by instruction to the depositary or by check mailed on the Payment Date by the Trustee to the Holders of each year, commencing [February 1, 2016]. The such Bonds shall otherwise be on the applicable Record Date (the “Record Date Holders” as described defined in the Preliminary Official Statement form of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds Bond set forth in this agreement may conflict with Exhibit B hereto) at the Preliminary Official Statement, last addresses thereof as shown in the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption Bond Register on the terms and at applicable Record Date; and, if the times shown Bonds are not in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity , the principal of and any premium on any Bonds shall be payable at the Operations Office of the Trustee without presentation and surrender of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay except for the Bonds in accordance with the terms of this Purchase Contract.final principal payment; and

Appears in 1 contract

Samples: Trust Indenture

The Bonds. Section 2.1 Form and Dating; Payments of Interest; Bonds in Global Form. The terms and provisions contained in the Bonds as set forth in Exhibit A hereto shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of Californiaconstitute, and are hereby expressly made, a paying agent agreement part of this Indenture. To the extent applicable, the Company and the Trustee, by their execution and between delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the District and extent any provision of any Bond conflicts with the express provisions of this Indenture, as paying agent (the “Paying Agent Agreement”), and authorized by a resolution provisions of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”)this Indenture shall prevail. The Bonds may have notations, legends or endorsements as required by applicable laws, stock exchange rules or agreements to which the Company is subject. Each Bond will be dated the date of its authentication and shall conform in all respects to bear interest from the terms and provisions set forth in date specified on the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceface of such Bond. The Bonds shall be issued in the form minimum denominations of current US$200,000 and integral multiples thereof. Accrued interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable calculated on February 1 the basis of a three hundred and August 1 sixty (360) day year consisting of twelve (12) months of thirty (30) days each yearand, commencing [February 1for partial months, 2016]on the basis of the number of days actually elapsed in a 30-day month. The Bonds shall otherwise be as described Person in whose name any Bond is registered on the Preliminary Official Statement Bond Register at the close of the District business on any Regular Record Date with respect to any Interest Payment Date shall be entitled to receive the Bondsinterest payable on such Interest Payment Date. The principal amount of any Bond and the interest accrued thereof shall be payable pursuant to Section 4.1(e) and Section 4.1(f). Bonds offered in reliance on Regulation S shall initially be represented by one (1) or more permanent global certificates in fully registered form without interest coupons (the “Global Certificate”), dated duly executed by the Issuer and authenticated as hereinafter provided. The Global Certificate will represent such of the outstanding Bonds as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Bonds from time to time endorsed thereon and that the aggregate principal amount of outstanding Bonds represented thereby may from time to time be reduced or increased, 2015 (together as appropriate, by the Trustee or the Registrar, at the direction of the Trustee, to reflect exchanges and redemptions. Any endorsement of the Global Certificate to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Bonds represented thereby will be made by the Trustee or the Registrar, at the direction of the Trustee, in accordance with instructions given by the appendices thereto, any documents incorporated therein by referenceHolder thereof as required pursuant to this Indenture. The Global Certificate shall be deposited with, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co.(or the name of a nominee of), a common depositary (the “Common Depositary”) for Euroclear and Clearstream and shall also bear an appropriate legend, if any, as shall be required by such Common Depositary. The Global Certificate initially shall be registered in the name of The Citivic (Nominees) Limited as nominee of The Depository Trust Company, New York, NY (“DTC”)the Common Depositary. Ownership of interests in the Global Certificate will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Certificates will be limited to Participants and Indirect Participants. Book-Entry Interests in the Global Certificate will be shown on, and transfers, cancellations, repurchases and conversions thereof will be made available to the Underwriter for inspection at such place as may be mutually agreed to effected only through, records maintained in book-entry form by the Underwriter Common Depositary and its Participants. The Applicable Procedures shall be applicable to Book-Entry Interests in the DistrictGlobal Certificate. So long as the Bonds are in global form, not less than one business day prior the Applicable Procedures shall apply. Neither Participants nor Indirect Participants shall have any rights under this Indenture or under the Global Certificate held on their behalf by the Common Depositary. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any Agent from giving effect to any written certification, proxy or other authorization furnished by the Closing DateCommon Depositary or impair, as defined between the Common Depositary and its Participants, the operation of customary practices of such Common Depositary governing the exercise of the rights of an owner of a Book-Entry Interest in Section 8 hereofany Global Certificate. The Underwriter Bonds issued in definitive form (each, a “Definitive Certificate”) shall order CUSIP identification numbers and be issuable only in registered form, substantially in the District shall cause such CUSIP identification numbers to be printed on the Bondsform of Exhibit B hereto. Definitive Certificates issued upon transfer of a Book-Entry Interest or a Definitive Certificate, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause or in exchange for a failure Book-Entry Interest or refusal by the Underwriter to accept delivery of and pay for the Bonds a Definitive Certificate, shall be issued in accordance with the terms of this Purchase ContractIndenture.

Appears in 1 contract

Samples: Indenture (Aerkomm Inc.)

The Bonds. (a) The Bonds shall be dated their date of delivery. The Federally Taxable Bonds shall mature on July 1, 2021. The Tax-Exempt Bonds shall mature on August 1 in the years shown on Exhibit A hereto and be subject to redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of the Resolution of the Board of Trustees of the District (the “Board of Trustees”) adopted on February 11, 2021 (the “Resolution”), this Purchase Agreement and Article 4.5 of Chapter 3 3, of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionAct”). The Bonds shall conform in all respects were authorized under and pursuant to a bond authorization approved by more than 55% of the terms and provisions set forth in voters of the Resolution and in this Purchase ContractDistrict voting at an election held on June 3, including in Appendix A hereto, which is incorporated herein by reference2014 (the “Election”) approving an amount not more than $71,000,000 of general obligation bonds of the District. The Bonds shall be are being issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest to provide funding for projects authorized by voters at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be Election as further described in the Preliminary Official Statement (defined herein). Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution. (b) [The payment of principal of and interest on the Tax-Exempt Bonds will be secured by a municipal bond insurance policy (the “Policy”) to be issued simultaneously with the issuance of the Bonds by (the “Insurer”).] (c) In order to assist the Underwriter with compliance with Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (the “Rule”), the District with respect to will enter into the BondsContinuing Disclosure Certificate, dated , 2015 the Closing Date (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official StatementContinuing Disclosure Certificate”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. . (d) The Bonds shall be subject to optional executed and mandatory sinking fund redemption on delivered under and in accordance with the terms provisions of this Purchase Agreement and at the times shown in Appendix A. Resolution. (e) The Bonds shall be in full book-entry definitive form. One , shall bear CUSIP numbers, and shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY New York (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Samples: Bond Purchase Agreement

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