Common use of The Official Statement Clause in Contracts

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 2 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement

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The Official Statement. (a) The Preliminary Official Statement, dated , 2017 2016 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the BondsObligations, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds Obligations and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared by the Issuer for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds Obligations by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Obligations for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council (or appropriate officials of the Issuer) has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsObligations. The Issuer ratifies to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the BondsObligations. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement Purchase Contract (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement Purchase Contract and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement Purchase Contract to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the BondsObligations), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the date of the Closing Date(as defined herein).

Appears in 2 contracts

Samples: Obligation Purchase Contract, Obligation Purchase Contract

The Official Statement. (a) Copies of the Preliminary Official Statement and draft of the final Official Statement have been provided to the Issuer, bond counsel, local counsel and administrative officers for their final review. (a) The Preliminary Official Statement, dated , 2017 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer Statement has caused the Preliminary Official Statement to be been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems the Preliminary Official Statement “final” was deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-15c2- 12 under the Securities Exchange Act of 1934 (the “Rule”). (cb) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer hereby ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”)Board. (dc) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the Municipal Securities Rulemaking Board (the “MSRB”), but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the reasonable opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, or cause to be prepared and furnished, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (ed) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, Statement dated , 2017 2020 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer City relating to the BondsCertificates, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds Certificates and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterCertificates. The Issuer City hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Certificates for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer City represents that appropriate officials of the City Council has have reviewed and approved the information in the Official Statement and hereby authorizes that the Council has authorized the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsCertificates. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance by the City of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance by the City of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”)MSRB”).The City hereby confirms that it does not object to the distribution of the Official Statement in electronic form. (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an the Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the BondsCertificates), the Issuer City becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), ) and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer City will forthwith prepare and furnish, at the Issuer’s own expense of the City (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer City shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer City can assume that the “end of the underwriting period” for purposes of the Rule is the hereinafter defined Closing Date.

Appears in 1 contract

Samples: Certificate Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriters the Preliminary Official StatementStatement dated November 20, dated , 2017 2023 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of in a “designated electronic format,” as defined in the MSRB’s Rule G-32 (“Rule G-32”). The Issuer will prepare, or cause to be prepared, a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (i) dated the changes resulting from date of this Purchase Contract; (ii) complete within the sale meaning of the Bonds United States Securities and Exchange Commission’s Rule 15c2-12, as amended (the “Rule”); (iii) in a “designated electronic format”; and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriters before the execution hereof. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriters sufficient quantities (which may be in electronic format) of the Preliminary Official Statement as the Representative deems reasonably necessary to satisfy the obligation of the Underwriters under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale sale, and distribution of the Bonds by the UnderwriterUnderwriters. The Issuer hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter Underwriters in connection with the public offering and the sale of the Bonds. The Issuer consents to and ratifies the use by the Underwriter Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter Underwriters as soon as practicable after the date of the Issuer’s and Borrower’s acceptance of this Agreement Purchase Contract (but, but in any event, event not later than within seven business days after the Issuer’s and the Borrower’s acceptance of this Agreement Purchase Contract) and in sufficient time to accompany any confirmation that requests payment from any customer) copies of customer the Official Statement in a “designated electronic format” which is complete as of the date of its delivery to the Underwriter Underwriters, as well as the number of printed Official Statements in such quantity as the Underwriter Underwriters shall reasonably request in order for the Underwriter Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement Purchase Contract to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) ); and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes or the Borrower become aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary to make the statements therein therein, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer or the Borrower, as appropriate, will notify the Underwriter Underwriters (and for the purposes of this clause will provide the Underwriter Underwriters with such information as it the Underwriters may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the UnderwriterUnderwriters, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s, or the Borrower’s own expense expense, as appropriate, (in a form and manner approved by the UnderwriterUnderwriters), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments instruments, and other documents as the Underwriter Underwriters may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, in a “designated electronic format” consistent with the requirements of Rule G-32. (e) The Underwriter Underwriters hereby agrees agree promptly to file the Official Statement with the MSRBMSRB through its Electronic Municipal Market Access system on or before the date of Closing. Unless otherwise notified in writing by the UnderwriterUnderwriters, the Issuer can shall assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Contract

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 (including the cover pageBy its acceptance of this proposal, the inside front cover page Authority and Appendices theretothe County ratify, the “Preliminary Official Statement”), confirm and approve of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated May , 2016 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement in connection with the public offering Statement”) that authorized officers of the BondsCounty deemed “final” as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. The Issuer shall provide, Authority and the County hereby agree to deliver or cause to be provided, delivered to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (butUnderwriter, in any event, not later than within seven business days after of the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) date hereof, copies of the Official Statement which is complete as of final official statement, dated the date of its delivery hereof, relating to the Underwriter Bonds (including all information previously permitted to have been omitted by Rule 15c2-12, the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the County, and the Underwriter, the “Official Statement”) in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after . The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the date of this Agreement Bonds prior to and including the date delivery by the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (purchaser of a copy of the earlier of Official Statement. The Underwriter agrees to: (i) 90 days from provide the “end of Authority and the underwriting period” (as defined in County with final pricing information on the Rule) Bonds on a timely basis; and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end promptly file a copy of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented including any supplements prepared by the Authority or amended, to contain any untrue statement the County with the MSRB on its Electronic Municipal Market Access (“EMMA”) system at xxxx://xxxx.xxxx.xxx. The Authority and the County hereby approve of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement use and distribution by the Underwriter of the Official Statement to comply in connection with law, the Issuer offer and sale of the Bonds. The Authority and the County will notify cooperate with the Underwriter (and for in the purposes of this clause provide filing by the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing DateXXXX.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 (including the cover pageBy its acceptance of this proposal, the inside front cover page Authority ratifies, confirms and Appendices thereto, the “Preliminary Official Statement”), approves of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated , 2024 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) that authorized officers of the Authority deemed “final” as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. The Underwriter has reviewed the Preliminary Official Statement in connection compliance with the public offering their obligations under section (b)(1) of the BondsRule 15c2-12. The Issuer shall provide, Authority hereby agrees to deliver or cause to be provided, delivered to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (butUnderwriter, in any event, not later than within seven business days after of the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) date hereof, copies of the Official Statement which is complete as of final official statement, dated the date of its delivery hereof, relating to the Bonds (including all information previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date . The Underwriter hereby agrees that the Underwriter is no longer required will not request that payment be made by any purchaser of the Bonds prior to delivery by the Underwriter to the purchaser of a copy of the Official Statement. The Underwriter agrees to provide an Official Statement the Authority with final pricing information on the Bonds on a timely basis. The Underwriter agrees to potential customers who request the same pursuant to the Rule (the earlier promptly file a copy of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain including any untrue statement supplements prepared by the Authority with the MSRB at xxxx://xxxx.xxxx.xxx. The Authority hereby approves of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement use and distribution by the Underwriter of the Preliminary Official Statement to comply in connection with law, the Issuer offer and sale of the Bonds. The Authority will notify cooperate with the Underwriter (and for in the purposes of this clause provide filing by the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, Statement dated , 2017 2019 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer City relating to the BondsCertificates, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds Certificates and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterCertificates. The Issuer City hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Certificates for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-15c2 12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer City represents that appropriate officials of the City Council has have reviewed and approved the information in the Official Statement and hereby authorizes that the Council has authorized the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsCertificates. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance by the City of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance by the City of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an the Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the BondsCertificates), the Issuer City becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), ) and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer City will forthwith prepare and furnish, at the Issuer’s own expense of the City (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer City shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer City can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Certificate Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 2018 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer City relating to the BondsObligations, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds Obligations and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared by the City for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds Obligations by the Underwriter. The Issuer City hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Obligations for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer City represents that the City Council (or appropriate officials of the City) has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsObligations. The Issuer City ratifies to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the BondsObligations. The Issuer City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the IssuerCity’s acceptance of this Agreement (but, in any event, not later than within seven business days after the IssuerCity’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the BondsObligations), the Issuer City becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer City or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer City will forthwith prepare and furnish, at the IssuerCity’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer City shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer City can assume that the “end of the underwriting period” for purposes of the Rule is the date of the Closing Date(as defined herein).

Appears in 1 contract

Samples: Obligation Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered copies of the Preliminary Official StatementStatement in electronic format dated January 13, dated , 2017 2009 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of to the Underwriters. The Issuer will prepare a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (i) dated the changes resulting from date of this Agreement, (ii) complete within the sale meaning of Rule 15c2-12 of the Bonds United States Securities and Exchange Commission, as amended (the “Rule”), and (iii) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriters before the execution hereof. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriters sufficient quantities (which may be in electronic mail form) of the Preliminary Official Statement as the Representative deems reasonably necessary to satisfy the obligations of the Underwriters under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter Underwriters in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter Underwriters in connection with the public offering and the sale of the Bonds. The Issuer ratifies consents to the use by the Underwriter Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter Underwriters as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement Statement, approved by the Issuer’s Board of Directors or one or more duly authorized officers of the Issuer, which is complete as of the date of its delivery to the Underwriter Underwriters. Such Official Statement shall be delivered to the Underwriters in such reasonable quantity as the Underwriter Underwriters shall request in order for the Underwriter Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”)Board. (d) If, after the date of this Agreement to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRBa nationally recognized municipal securities information repository, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter Representative (and for the purposes of this clause provide the Underwriter Representative with such information as it the Representative may from time to time request), and if, in the reasonable opinion of the Issuer or the UnderwriterRepresentative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the UnderwriterRepresentative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law; provided, however, that for all purposes of this Agreement and any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York, or its book-entry-only system. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter Representative may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby Representative xxxxxx agrees to timely file the Official Statement with the MSRBa nationally recognized municipal securities information repository. Unless otherwise notified in writing by the UnderwriterRepresentative, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official StatementStatement dated November 19, dated , 2017 2018 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”) in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board’s (“MSRB”) Rule G-32 (“Rule G-32”). The Issuer will prepare, of the Issuer or cause to be prepared, a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (i) dated the changes resulting from date of this Agreement, (ii) complete within the sale meaning of the Bonds United States Securities and Exchange Commission’s Rule 15c2-12, as amended (the “Rule”), (iii) in a “designated electronic format” and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Official Statement as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement Statement, approved by the Commissioners Court or one or more duly authorized officers of the Issuer, which is complete as of the date of its delivery to the Underwriter Underwriter. The Issuer shall provide the Official Statement, or cause the Official Statement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it they may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), either an amendment or a reasonable number of copies of either amendments or supplements supplement to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriter hereby agrees to timely file the Official Statement with MSRB through its Electronic Municipal Market Access (“EMMA”) system on or before the MSRBdate of Closing. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The District has cooperated with and has taken all actions reasonably requested by the Underwriter to facilitate the Underwriter’s offer and sale of the Bonds to third parties, including the preparation of the Preliminary Official StatementStatement relating to the Bonds, dated February , 2017 2024 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) . The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer District hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the District as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the RuleRule 15c2-12”). (c) The Issuer represents that . In the City Council has reviewed and approved Bond Resolution, the information in District authorized the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies District consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer District shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the IssuerDistrict’s acceptance execution of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance execution by the District of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) . The District hereby consents to the distribution of the Official Statement in electronic form. If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the RuleRule 15c2-12) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer District becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer District will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it they may from time to time reasonably request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer District will forthwith prepare and furnish, at the IssuerDistrict’s own expense (in a form and manner reasonably approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading, or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defineddefined in Section 3 hereof), the Issuer District shall furnish such legal opinions, certificatesBonds, instruments and other documents as the Underwriter may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered or caused to be delivered copies of the Preliminary Official StatementStatement dated November , dated 2014, 2017 relating to the Bonds (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of to the Underwriters in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board’s (“MSRB”) Rule G-32 (“Rule G-32”). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (1) dated the changes resulting from date of this Agreement, (2) a final official statement within the sale meaning of the Bonds United States Securities and Exchange Commission’s Rule 15c2-12, as amended (the “Rule”), (3) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriters before the execution hereof with only such changes as have been approved in advance by the Representative and (4) in both a “designated electronic format” consistent with the requirements of Rule G-32 and in a printed format. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriters sufficient quantities of the Preliminary Official Statement (which may be in electronic format, as described above) as the Representative reasonably deems necessary to satisfy the obligation of the Underwriters under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared by the Issuer for use by the Underwriter Underwriters in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems represents and warrants that the Preliminary Official Statement was deemed final” by the Issuer as of its datedate for purposes of the Rule, except for the omission of such information which that is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1b)(l) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council it has reviewed and approved the information in the Official Statement and the Issuer hereby authorizes the distribution and use of the Official Statement Statement, and the information therein contained to be used contained, by the Underwriter Underwriters in connection with the public offering and the sale of the Bonds. The Issuer ratifies and consents to the distribution and use by the Underwriter Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering and sale of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter Underwriters as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as (i) in a “designated electronic format” consistent with the requirements of the date of its delivery to the Underwriter Rule G-32 and (ii) in a printed format in such quantity as the Underwriter Representative shall reasonably request in order for the Underwriter Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (MSRB. The Issuer hereby confirms that it does not object to the “MSRB”)distribution of the Preliminary Official Statement or the Official Statement in electronic form. (d) If, after the date of this Agreement to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which that might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter Representative (and for the purposes of this clause provide the Underwriter Representative with such information as it may from time to time reasonably request), and if, in the opinion reasonable judgment of the Issuer or the UnderwriterRepresentative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the UnderwriterRepresentative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or so that the Official Statement will comply with law; provided, however, that for all purposes of this Agreement and any representation, warranty or covenant made herein, or in any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York (“DTC”) or its book-entry-only system or with respect to the information provided by the Underwriters and contained in “OTHER INFORMATION – Underwriting” of the Preliminary Official Statement and the Official Statement. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter Representative may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Representative shall reasonably request in order for the Underwriters to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriter hereby Representative agrees to timely file the Official Statement with the MSRBMSRB through its Electronic Municipal Market Access (“EMMA”) system on or before the date of the Closing. Unless otherwise notified in writing by the UnderwriterRepresentative, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The By all necessary official action of the Issuer prior to or concurrently with the acceptance hereof, the Issuer has duly authorized and approved the distribution and use by the Underwriter of the Preliminary Official Statement, dated , 2017 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), Statement of the Issuer relating to the BondsObligations, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.”dated (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution an authorized officer of the Bonds by Issuer, acting for and on behalf of the Underwriter. The Issuer hereby deems Issuer, deemed the Preliminary Preliminar y Official Statement to be “final” as for all purposes of its dateSection 240.15c2-12, except for the omission of such information which is dependent upon the final pricing of the Bonds for completionGeneral Rules and Regulations, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 1934, as amended (the “SEC Rule”). (c) The Issuer represents that (i) WHILE THE UNDERWRITER HAS PARTICIPATED AND WILL PARTICIPATE WITH THE ISSUER IN THE PREPARATION AND ASSEMBLAGE OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT, RESPECTIVELY, THE ISSUER IS PRIMARILY RESPONSIBLE FOR THE CONTENT OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT and (ii) as of the City Council has reviewed date thereof, and approved at the information in time of the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used acceptance by the Underwriter in connection with the public offering and the sale Issuer of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of this Purchase Contract, the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, did not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or so that misleading; (d) The Issuer shall provide to the Underwriter copies of the Official Statement will in sufficient quantity to comply with lawthe SEC Rule and the rules of the MSRB, particularly with respect to the Final Official Statement, within seven (7) business days after the date of this Purchase Contract. (e) The Issuer authorizes the Underwriter to file, to the extent required by applicable Securities and Exchange Commission (the “SEC”) or MSRB rule, and the Underwriter agrees to file or cause to be filed, the Official Statement with (i) the MSRB or its designee (including submission to the MSRB’s Electronic Municipal Market Access system (“EMMA”)) or (ii) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If such notification an amended Official Statement is prepared in accordance with Section 3(g) during the “primary offering disclosure period” (as defined in MSRB Rule G-32) and if required by applicable SEC or MSRB rule, the Underwriter also shall make the required submission of the amended Official Statement to XXXX. (f) The Official Statement may be subsequent delivered in printed and/or electronic form to the Closing extent permitted by applicable rules of the MSRB and as may be agreed by the Issuer and the Underwriter. (g) During the period ending on the 25th day after the End of the Underwriting Period (as such term is hereinafter defined)) or such other period as may be agreed to by the Issuer and the Underwriter, the Issuer (i) shall not supplement or amend the Final Official Statement or cause the Final Official Statement to be supplemented or amended without the prior written consent of the Underwriter and (ii) shall notify the Underwriter promptly if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Final Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Underwriter or the Issuer, such event requires the preparation and distribution of a supplement or amendment to the Final Official Statement, the Issuer shall prepare and furnish to the Underwriter, at the Issuer’s expense, such number of copies of the supplement or amendment to the Final Official Statement, in form and substance mutually agreed upon by the Issuer and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the date of the Closing, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Final Official Statement. (eh) The For purposes of this Purchase Contract, the “End of the Underwriting Period” is used as defined in the SEC Rule and shall occur on the later of (i) the date of the Closing or (ii) when the Underwriter hereby agrees to file no longer retains an unsold balance of the Official Statement with the MSRB. Unless Obligations; unless otherwise notified advised in writing by the Underwriter on or prior to the date of the Closing, or otherwise agreed to by the Issuer and the Underwriter, the Issuer can may assume that the “end End of the underwriting periodUnderwriting Period is the date of the Closing. (i) The Underwriter shall provide to the Issuer such information relating to the Obligations which is not within the scope of knowledge of the Issuer (including, but not limited to, the selling compensation of the Underwriter, offering price(s), interest rate(s), delivery date and other terms of the Obligations dependent upon such matters). The Final Official Statement shall be substantially in the form of the Preliminary Official Statement with only such changes therein as shall be necessary to conform to the terms of this Purchase Contract and with such other changes and amendments to the date thereof as have been accepted by the Underwriter. The execution and delivery of the Final Official Statement shall evidence the determination by the Issuer that the Final Official Statement is “final” for all purposes of the Rule is the Closing DateSEC Rule.

Appears in 1 contract

Samples: Obligation Purchase Contract

The Official Statement. (a) The Preliminary Official Statement, Statement dated , 2017 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that appropriate officials of the City Council has Issuer have reviewed and approved the information in the Official Statement and hereby authorizes that the City Council has authorized the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer Underwriter, or the UnderwriterIssuer, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the hereinafter defined Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Preliminary Official StatementStatement of the District, dated September 3, 2017 (2021, including the cover page, the inside front cover page and Appendices thereto, relating to the Bonds (the “Preliminary Official Statement”), as amended to conform to Rule 15c2-12 (as defined below) and the terms of the Issuer relating this Contract and with changes and amendments to the Bonds, date hereof as have been mutually agreed to be subsequently revised to reflect by the changes resulting from District and the sale of the Bonds and including amendments or supplements theretoRepresentative, is hereinafter called referred to herein as the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared has been prepared, in an electronic format, for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterUnderwriters. The Issuer District hereby deems represents and warrants that the Preliminary Official Statement delivered to the Underwriters (via electronic mail) immediately prior to or concurrently herewith is deemed “final” (within the meaning of Rule 15c2-12) by the District as of its datethe date hereof, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the RuleRule 15c2-12”). The Underwriters have reviewed the Preliminary Official Statement received from the District. Until the Official Statement has been prepared and is available for distribution, the District shall provide to the Underwriters reasonably sufficient quantities (or, alternatively, in an electronic format via electronic mail) of the Preliminary Official Statement as the Representative deems reasonably necessary to satisfy the obligations of the Underwriters under Rule 15c2-12 with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as As soon as practicable after the date of the Issuer’s acceptance of this Agreement (buthereof, and in any event, not later than event within seven business days after the Issuer’s acceptance of this Agreement and Contract by the District and, if the date of Closing is less than seven business days following the date hereof, upon request of the Representative, the District shall deliver or cause to be delivered to the Underwriters, without charge, in sufficient time to accompany any confirmation that requests requesting payment from any customercustomers of the Underwriters, the final Official Statement relating to the Bonds, in a “designated electronic format” (as defined by Rule G-32 (“Rule G-32”) copies of the MSRB) which will be determined by the governing body of the District or an officer, duly authorized by the District, to be a final Official Statement for purposes of Rule 15c2-12, as well as the number of printed Official Statements reasonably requested by the Representative to permit satisfaction of the requirements of Rule G-32 obligating the Underwriters to deliver a copy of the Official Statement which is complete as to a purchaser of Bonds not later than the date of its delivery to Closing upon an Underwriter’s receipt from the Underwriter in such quantity as the Underwriter shall purchaser of a request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”)therefor. (d) IfThe District ratifies the use of the Preliminary Official Statement, in an electronic format, and authorizes the Official Statement to be used in connection with the offering of the Bonds. (e) If after the date of this Agreement Contract, to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) Rule 15c2-12 and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer District becomes aware of any fact or event which that might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer District will notify the Underwriter Representative (and for the purposes of this clause provide the Underwriter Representative with such information as it may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the UnderwriterRepresentative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer District will forthwith prepare and furnish, at the IssuerDistrict’s own expense (in a form and manner approved by the UnderwriterRepresentative), a reasonable number of copies of either amendments an amendment or supplements supplement to the Official Statement Statement, and make the same available to the Underwriters in a “designated electronic format” so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or so that the Official Statement will comply with law; provided; however, that for all purposes of this Contract and any certificate delivered by the District in accordance herewith, the District makes no representation with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York (“DTC”), or its book-entry-only system. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer District shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter Representative may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (ef) The Underwriter hereby Representative agrees to file timely file, or caused to be filed, in a format prescribed by the MSRB, the Official Statement (and any amendment or supplement to the Official Statement prepared in accordance with Section 3(e)) with the MSRBMSRB through its Electronic Municipal Market Access (EMMA) system. Unless otherwise notified in writing by the UnderwriterRepresentative, the Issuer District can assume that the “end of the underwriting period” for purposes of Rule 15c2-12 shall be the Rule date of the Closing. (g) To the knowledge of the District, the Official Statement contains information, including financial information or operating data, concerning every entity, enterprise, fund, account or person that is material to an evaluation of the Closing Date.offering of the Bonds. Except as may otherwise be noted and disclosed in the Official Statement under the subcaption “CONTINUING DISCLOSURE OF INFORMATION - Compliance with Prior

Appears in 1 contract

Samples: Purchase Contract

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The Official Statement. (a) The Successor Agency has caused to be prepared and delivered to the Underwriter prior to the execution of this Purchase Agreement copies of the Preliminary Official Statement, Statement dated , 2017 2024, relating to the Bonds (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), which was approved by a resolution of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 Successor Agency (the “RuleSuccessor Agency OS Resolution”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies Successor Agency ratifies, confirms and approves the use by the Underwriter prior to the date hereof of the Preliminary Official Statement. The Successor Agency has previously deemed the Preliminary Official Statement to be final as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Successor Agency hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof, but not less than one (1) business day prior to Closing a sufficient number of copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such Official Statement as have been approved by the Successor Agency to enable the Underwriter to distribute a single copy of each Official Statement to any potential customer of the Underwriter requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (defined below). The Successor Agency hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement and the Official Statement in connection with the public offering offer and sale of the Bonds. The Issuer shall provide, or cause to be provided, to Underwriter agrees that it will not confirm the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware sale of any fact Bonds unless the confirmation of sale is accompanied or event which might or would cause preceded by the Official Statement, as then supplemented or amended, to contain any untrue statement delivery of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes copy of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The A copy of the Preliminary Official Statement, Statement dated , 2017 2016 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”)) including the cover page and Appendices thereto, of the Issuer relating to the BondsBonds has been provided to the Issuer. Such Preliminary Official Statement, as to be subsequently revised amended to reflect the changes resulting from required in connection with the pricing and sale of the Bonds and including amendments or supplements theretoBonds, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter Underwriters in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has they have reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter Underwriters in connection with the public offering and the sale of the Bonds. The Issuer ratifies consents to the use by the Underwriter Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter Underwriters as soon as practicable after the date of the Issuer’s acceptance of this Bond Purchase Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Bond Purchase Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter Underwriters in such quantity as the Underwriter Representative shall request in order for the Underwriter Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Issuer hereby confirms that it does not object to the distribution of the Official Statement in electronic form. (d) If, after the date of this Bond Purchase Agreement to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter Representative (and for the purposes of this clause provide the Underwriter Representative with such information as it may from time to time request), and if, in the opinion of the Issuer Representative, or the UnderwriterIssuer, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the UnderwriterRepresentative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defineddefined herein), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter Representative may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby Representative xxxxxx agrees to file the Official Statement with the Electronic Municipal Market Access system of the MSRB. Unless otherwise notified in writing by the UnderwriterRepresentative, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, copies of the Preliminary Official StatementStatement dated December , dated , 2017 2019 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of to the Underwriters in a “designated electronic format,” as defined in the MSRB Rule G-32 (“Rule G-32”). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (1) dated the changes resulting from date of this Agreement, (2) complete within the sale meaning of the Bonds United States Securities and Exchange Commission’s (the “SEC”) Rule 15c2-12, as amended (the “Rule”), (3) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Representative before the execution hereof with only such changes permitted by the Rule and (4) in both a “designated electronic format” consistent with the requirements of Rule G-32 and in a printed format. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriters sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Representative reasonably deems necessary to satisfy the obligation of the Underwriters under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared by the Issuer for use by the Underwriter Underwriters in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems represents and warrants that the Preliminary Official Statement was deemed final” by the Issuer as of its datedate for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of the Rule 15c2-12 under and the Securities Exchange Act Issuer has delivered a certificate to the Underwriters, dated the date of 1934 (the “Rule”)Preliminary Official Statement, to evidence compliance with the Rule to the date hereof, a copy of which is attached as Exhibit A hereto. (c) The Issuer represents that officials of the City Council has Issuer have reviewed and approved the information in the Official Statement Statement, and the Issuer hereby authorizes the distribution and use of the Official Statement and the information contained therein contained to be used by the Underwriter Underwriters in connection with the public offering and the sale of the Bonds. The Issuer ratifies and consents to the distribution and use by the Underwriter Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering and sale of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter Underwriters as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement Statement, which is complete as of the date of its delivery to the Underwriter Underwriters (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter Representative shall reasonably request in order for the Underwriter Underwriters to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (MSRB. The Issuer hereby confirms that it does not object to the “MSRB”)distribution of the Preliminary Official Statement or the Official Statement in electronic form. (d) If, after the date of this Agreement to and including the date the Underwriter is Underwriters are no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which that might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter Representative (and for the purposes of this clause provide the Underwriter Representative with such information as it may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the UnderwriterRepresentative, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith promptly prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the UnderwriterRepresentative), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or so that the Official Statement will comply with law; provided, however, that for all purposes of this Agreement and any representation, warranty or covenant made herein, or any certificate delivered by the Issuer in accordance herewith, the Issuer makes no representations with respect to the descriptions in the Preliminary Official Statement or the Official Statement of The Depository Trust Company, New York, New York (“DTC”) or its book-entry-only system. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter Representative may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Representative shall request in order for the Representative to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriter Representative hereby agrees to file timely file, or cause to be filed, the Official Statement (and any amendment or supplement to the Official Statement prepared in accordance with Section 3(d) above) the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access System). Unless otherwise notified in writing by the UnderwriterRepresentative, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Notes have been offered pursuant to the Preliminary Official StatementStatement dated May 6, dated 2021, 2017 (including the notice, cover page, the inside front cover page and Appendices appendices thereto, of the Issuer relating to the Notes (the “Preliminary Official Statement”), of the Issuer relating to the Bonds. The Preliminary Official Statement, as to be subsequently revised amended to reflect the changes resulting from the sale of the Bonds information indicated on Schedule I hereto, and including amendments as it may otherwise be amended or supplements thereto, supplemented in accordance with this Agreement is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds Notes and is in a “designated electronic format” as defined in and specified by Rule G-32 of the UnderwriterMSRB. The Issuer hereby deems represents and warrants that the Preliminary Official Statement “final” was deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Notes for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsNotes. The Issuer consents to and ratifies the use and distribution by the Underwriter Underwriter, prior to the date hereof hereof, of the Preliminary Official Statement in connection with the public offering of the BondsNotes. The Issuer represents that its governing body or a designated official thereof has reviewed and approved the content of the Preliminary Official Statement. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter. The Issuer agrees to provide, or cause to be provided, to the Underwriter the Preliminary Official Statement, the Official Statement and any amendments or supplements thereto in such printed or “designated electronic format” as may be required for the Underwriter to comply with the Rule or the rules of the MSRB, and consents to the distribution of the Preliminary Official Statement and the Official Statement in a “designated electronic format.” The Issuer further agrees to provide such documents in a printed format in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and or (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the BondsNotes), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it the Underwriter may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments an amendment or supplements supplement to the Official Statement in a “designated electronic format” so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading or so that the Official Statement will comply with lawmisleading. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to timely file the Official Statement (including any supplements thereto) with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the date of the Closing. (f) For the benefit of the owners of the Notes, the Issuer shall undertake in the Continuing Disclosure Undertaking of the Issuer which satisfies the requirements of section (b)(5)(i) of the Rule dated as of the Closing Date(the “Undertaking”) to provide Annual Financial Information (as defined by the Rule) relating to the Issuer and notices of certain events relating to the Notes. The form of Undertaking to be executed is set forth in the Preliminary Official Statement and will also be set forth in the Official Statement.

Appears in 1 contract

Samples: Note Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 (including the cover pageBy their acceptance of this proposal, the inside front cover page Authority and Appendices theretothe City ratify, the “Preliminary Official Statement”), confirm and approve of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the preliminary official statement relating to the Bonds dated , 2022 (including the cover page, all appendices and all information incorporated therein and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement in connection with the public offering Statement”) that authorized officers of the BondsCity and the Authority deemed “final” as of its date, for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for certain information that is permitted to be omitted therefrom by Rule 15c2-12. The Issuer shall provide, Authority and the City agree to deliver or cause to be provided, delivered to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (butUnderwriter, in any event, not later than within seven business days after of the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) date hereof, copies of the Official Statement which is complete as of final official statement, dated the date of its delivery hereof, relating to the Bonds (including all information that was previously permitted to have been omitted by Rule 15c2-12), including the cover page, all appendices, all information incorporated therein and any amendments or supplements as have been approved by the Authority, the City and the Underwriter (the “Official Statement”) in such quantity as the Underwriter shall reasonably request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after . The Underwriter hereby agrees that it will not request that payment be made by any purchaser of the date of this Agreement Bonds prior to and including the date delivery by the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (purchaser of a copy of the earlier of Official Statement. The Underwriter agrees: (i) 90 days from to provide the “end of Authority and the underwriting period” (as defined in City with final pricing information on the Rule) Bonds on a timely basis; and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end file a copy of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented including any supplements prepared by the Authority or amended, to contain any untrue statement the City in accordance with MSRB rules with the MSRB at xxxx://xxxx.xxxx.xxx. The Authority and the City hereby approve of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement use and distribution by the Underwriter of the Preliminary Official Statement to comply in connection with law, the Issuer offer and sale of the Bonds. The Authority and the City will notify cooperate with the Underwriter (and for in the purposes of this clause provide filing by the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined), the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Date.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. Attached hereto as Exhibit B is either a draft of the final Official Statement or a copy of the Preliminary Official Statement dated October __, 2019 (a) The the "Preliminary Official Statement"), dated , 2017 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer CBE relating to the Bonds. Such draft of the final Official Statement or copy of the Preliminary Official Statement, as to be subsequently revised amended to reflect the changes resulting from the sale of the Bonds and including amendments marked or supplements theretootherwise indicated on Exhibit A hereto, is hereinafter called the "Official Statement.” (b) " The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer CBE hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the CBE as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”"Rule 15c2-12"). (c) . The Issuer represents that the City Council has reviewed and approved the information in CBE authorized the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies CBE consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer CBE shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance CBE's execution of this Purchase Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance execution by the CBE of this Purchase Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (the "MSRB"). (d) . The CBE hereby consents to the distribution of the Official Statement in electronic form. If, after the date of this Purchase Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule 15c2-12 (the earlier of (i) 90 days from the "end of the underwriting period" (as defined in the RuleRule 15c2-12) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the "end of the underwriting period" for the Bonds), the Issuer CBE becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer CBE will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it they may from time to time reasonably request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer CBE will forthwith prepare and furnish, at the Issuer’s CBE's own expense (in a form and manner reasonably approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading misleading, or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defineddefined in Section 3 hereof), the Issuer CBE shall furnish such legal opinions, certificatesBonds, instruments and other documents as the Underwriter may deem reasonably necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) . The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer CBE can assume that the "end of the underwriting period" for purposes of the Rule 15c2-12 is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, Statement dated , 2017 2018 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer City relating to the BondsCertificates, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds Certificates and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterCertificates. The Issuer City hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds Certificates for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-15c2 12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer City represents that appropriate officials of the City Council has have reviewed and approved the information in the Official Statement and hereby authorizes that the Council has authorized the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the BondsCertificates. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer City shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance by the City of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance by the City of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an the Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the BondsCertificates), the Issuer City becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer City will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), ) and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer City will forthwith prepare and furnish, at the Issuer’s own expense of the City (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer City shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer City can assume that the “end of the underwriting period” for purposes of the Rule is the hereinafter defined Closing Date.

Appears in 1 contract

Samples: Certificate Purchase Agreement

The Official Statement. (a) The Preliminary Official Statement, dated , 2017 2019 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”), of the Issuer relating to the Bonds, as to be subsequently revised to reflect the changes resulting from the sale of the Bonds and including amendments or supplements thereto, is hereinafter called the “Official Statement.” (b) The Issuer has caused the Preliminary Official Statement to be has been prepared by the Issuer for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the Underwriter. The Issuer hereby deems the Preliminary Official Statement “final” as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council (or appropriate officials of the Issuer) has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing DateDate (as defined herein).

Appears in 1 contract

Samples: Bond Purchase Agreement

The Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official StatementStatement dated August 8, dated , 2017 2016 (including the cover page, the inside front cover page and Appendices thereto, the “Preliminary Official Statement”) in a “designated electronic format,” as defined in the Municipal Securities Rulemaking Board’s (“MSRB”) Rule G-32 (“Rule G-32”). The Issuer will prepare, of the Issuer or cause to be prepared, a final Official Statement relating to the Bonds, as to which will be subsequently revised to reflect (i) dated the changes resulting from date of this Agreement, (ii) complete within the sale meaning of the Bonds United States Securities and Exchange Commission’s Rule 15c2-12, as amended (the “Rule”), (iii) in a “designated electronic format” and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including amendments or supplements the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is hereinafter called herein referred to as the “Official Statement.” Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities (which may be in electronic format) of the Preliminary Official Statement as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Issuer has caused the Preliminary Official Statement to be has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds by the UnderwriterBonds. The Issuer hereby deems represents and warrants that the Preliminary Official Statement “final” has been deemed final by the Issuer as of its date, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”). (c) The Issuer represents that the City Council has reviewed and approved the information in the Official Statement and hereby authorizes the Official Statement and the information therein contained to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Issuer ratifies consents to the use by the Underwriter prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Issuer’s acceptance of this Agreement (but, in any event, not later than within seven (7) business days after the Issuer’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement Statement, approved by the Issuer’s Board of Directors or one or more duly authorized officers of the Issuer, which is complete as of the date of its delivery to the Underwriter Underwriter. The Issuer shall provide the Official Statement, or cause the Official Statement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board (the “MSRB”). (d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 ninety (90) days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 twenty-five (25) days after the “end of the underwriting period” for the Bonds), the Issuer becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it they may from time to time reasonably request), and if, in the reasonable opinion of the Issuer or the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Issuer will forthwith prepare and furnish, at the Issuer’s own expense (in a form and manner approved by the Underwriter), either an amendment or a reasonable number of copies of either amendments or supplements supplement to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing (as such term is hereinafter defined)Closing, the Issuer shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The Issuer shall provide any such amendment or supplement, or cause any such amendment or supplement to be provided, (i) in a “designated electronic format” consistent with the requirements of Rule G-32 and (ii) in a printed format in such quantity as the Underwriter shall request in order for the Underwriter to comply with Section (b)(4) of the Rule and the rules of the MSRB. (e) The Underwriter hereby agrees to timely file the Official Statement with MSRB through its Electronic Municipal Market Access (“EMMA”) system on or before the MSRBdate of Closing. Unless otherwise notified in writing by the Underwriter, the Issuer can assume that the “end of the underwriting period” for purposes of the Rule is the Closing Datedate of the Closing.

Appears in 1 contract

Samples: Bond Purchase Agreement

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