Examples of Taxable Lender in a sentence
All of the Issuer’s representations, warranties, covenants and agreements contained in this Agreement shall remain operative and in full force and effect and shall survive delivery of and payment for the Notes hereunder and regardless of any investigation made by the Tax-Exempt Lender and the Taxable Lender or on its behalf or any termination of this Agreement.
On September [ ], 2018, or such other date as shall have been mutually agreed upon by the Issuer, the Tax-Exempt Lender and the Taxable Lender, the certificates, opinions and other documents required by Section 3.2 below shall be executed and delivered (all of the foregoing actions are herein referred to collectively as the “Closing”).
Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing to City of Galveston, Texas, 000 Xxxxxxxxx, Galveston, Texas 77553, Attention: City Manager, or to such different address for the Issuer as the Issuer shall have notified the Tax-Exempt Lender and the Taxable Lender as aforesaid.
Xxxxxx, 0000 Xxxxxxxx Xxx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000, or to such different address for the Tax-Exempt Lender and the Taxable Lender as the Tax-Exempt Lender and the Taxable Lender shall have notified the Issuer as aforesaid.
The Issuer, Taxable Lender and Tax-Exempt Lender entered into that certain Forward Delivery and Purchase Agreement dated as of September 1, 2018 (the “Agreement”), providing for the purchase of Notes of the Issuer’s Tax-Exempt Notes and Taxable Notes (the “Notes”).
The approval or other action or exercise of judgment by the Tax-Exempt Lender and the Taxable Lender shall be evidenced by a writing signed on behalf of the Tax-Exempt Lender and the Taxable Lender and delivered to the Issuer.
In connection with the potential purchase of the Notes, the Tax-Exempt Lender for the Tax-Exempt Notes and the Taxable Lender for the Taxable Notes shall act solely as purchaser of the Notes for its own loan account (without a present intent to reoffer), and neither the Tax-Exempt Lender or the Taxable Lender nor any of its affiliates shall act as a fiduciary for the Issuer or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor.
All the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Tax-Exempt Lender and the Taxable Lender, and the Tax-Exempt Lender and the Taxable Lender shall have the right to waive any condition set forth in this Article III other than in Section 3.2(a)(iii).
The Issuer represents that it has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to the proposed issuance of the Notes from its financial, legal and other advisors (and not the Tax-Exempt Lender or the Taxable Lender nor any of its Affiliates) to the extent that the Issuer desired to obtain such advice.
In connection with the use or administration of the Replacement Index, Taxable Lender and/or Tax-Exempt Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.