Common use of Delivery of Official Statement Clause in Contracts

Delivery of Official Statement. The Authority has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Agreement or the first offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement deemed final by the Authority for purposes of Rule 15c2 12 under the Securities Exchange Act of 1934 (the “Rule”) and approved for distribution by resolution of the Authority. The Authority shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. The Authority 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, an electronic version of the Official Statement and a sufficient number of physical 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 Authority and the Underwriter 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 (as such term is defined herein). The Authority 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 offer and sale of the Bonds. The Authority shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Exhibit

Appears in 2 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement

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Delivery of Official Statement. The Authority has delivered or caused to be delivered Pursuant to the Underwriter prior to the execution of this Purchase Agreement or the first offering authorization of the BondsIssuer, whichever first occurs, the Underwriter has distributed copies of the Preliminary Official Statement Statement, dated , 2021, relating to the Bonds (Bonds, which, together with the cover page and appendices thereto, is herein called the “Preliminary Official Statement”).” By its acceptance of this proposal, the Issuer hereby approves and ratifies the distribution and use by the Underwriter of the Preliminary Official Statement. Such The Issuer has previously deemed the Preliminary Official Statement is the official statement deemed to be final by the Authority as of its date for purposes of Rule 15c2 15c2-12 promulgated under the Securities Exchange Act of 1934 (the RuleRule 15c2-12) ), except for information permitted to be omitted therefrom by Rule 15c2-12, and approved for distribution by resolution of the Authority. The Authority shall have has executed and delivered a certificate to the Underwriter a certification to such that effect in the form attached hereto as Appendix B. Exhibit C. The Authority hereby Issuer agrees to execute and 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, an electronic version of the Official Statement and a sufficient number of physical copies of the final Official Statement relating to (the Bonds, dated “Official Statement”) in substantially the date hereof, which includes all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such Official Statement same form as have been approved by the Authority and the Underwriter 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 (as such term is defined herein). The Authority hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of the Preliminary Official Statement with such changes as may be made thereto, with the consent of the Issuer and the Official Statement Underwriter, and to provide copies thereof to the Underwriter as set forth in Section 6(n) hereof. The Issuer hereby authorizes the Underwriter to use and distribute, in connection with the offer and sale of the Bonds. The Authority shall have executed : the Preliminary Official Statement, the Official Statement, the Bond Ordinance and delivered other documents or contracts to which the Issuer is a party in connection with the transactions contemplated by this Purchase Agreement, including this Purchase Agreement and all information contained herein, and all other documents, certificates and statements furnished by the Issuer to the Underwriter a certification to such effect in connection with the form attached hereto as Exhibittransactions contemplated by this Purchase Agreement.

Appears in 1 contract

Samples: Purchase Agreement

Delivery of Official Statement. The Authority Agency has delivered or caused to be delivered to the Underwriter prior to the execution of this Purchase Agreement or the first offering of the Bonds, whichever first occursAgreement, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement deemed final by the Authority Agency for purposes of Rule 15c2 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) and approved for distribution by resolution of the AuthorityAgency. The Authority Agency shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. The Authority hereby agrees to deliver or cause to be delivered to the Underwriter, within Within seven (7) business days of from the date hereof, but not less than one the Agency shall deliver to the Underwriter a final Official Statement, executed on behalf of the Agency by an authorized representative of the Agency and dated the date hereof, which shall include information permitted to be omitted by paragraph (1b)(1) business day prior of the Rule and with such other amendments or supplements as shall have been approved by the Agency and the Underwriter. The Agency also agrees to Closingdelivery to the Underwriter, an electronic version at the Agency's' sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of the Rule and with Rule G- 32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Agency will undertake, pursuant to the Indenture and a sufficient number continuing disclosure certificate (the “Continuing Disclosure Certificate”), to provide certain annual financial information and notices of physical copies the occurrence of certain events, if material. The form of the Continuing Disclosure Certificate is appended to the Official Statement. The Underwriter hereby represents that it has received and reviewed the Preliminary Official Statement with respect to the Bonds, dated February 28, 2011 (“Preliminary Official Statement). The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, dated upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date hereofupon which each such request is received. The Underwriter hereby represents that it will provide, which includes all information permitted to be omitted by consistent with the requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule 15c2-12 and any amendments or supplements to such Official Statement as have been approved by G-32, for the Authority and the Underwriter to enable the Underwriter to distribute delivery of a single copy of each the Official Statement to each customer who purchases any potential customer of the Underwriter requesting an Official Statement Bonds during the time underwriting period beginning when the Official Statement becomes available and ending 25 days after the End of the Underwriting Period (as a such term is defined hereinin MSRB Rule G-11), and deliver a copy of the Official Statement to a national repository on or before the Closing Date, and that it will otherwise comply with all applicable statues and regulations in connection with the offering and sale of the Bonds, including, without limitation, MSRB Rule G-32 and 17 CFR Section 240.15c2-12, promulgated by the Securities and Exchange Commission (“Rule 15c2-12”). The Authority hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of References herein to the Preliminary Official Statement and the final Official Statement in connection with include the offer cover page and sale of the Bonds. The Authority shall have executed all appendices, exhibits, maps, reports and delivered to the Underwriter a certification to such effect in the form statements included therein or attached hereto as Exhibitthereto.

Appears in 1 contract

Samples: Purchase Agreement

Delivery of Official Statement. The Authority Agency has delivered or caused to be delivered to the Underwriter Underwriters prior to the execution of this Purchase Agreement or the first offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement dated , 2015 relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement deemed final by the Authority Agency for purposes of Rule 15c2 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) and approved for distribution by resolution of the AuthorityAgency. The Authority shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. The Authority Agency hereby agrees to deliver or cause to be delivered to the UnderwriterUnderwriters, within seven not later than the earlier of: (7i) the business days of day preceding the date hereof, but not less than one Closing Date (1as defined herein); or (ii) the seventh (7th) business day prior to Closing, an electronic version following the date of this Purchase Agreement: (A) the form of the Official Statement relating to the Bonds in “designated electronic format” (as defined in Municipal Securities Rule Making Board (“MSRB”) Rule G-32; and a sufficient number of physical (B) copies of the final Official Statement relating to the Bonds, dated the date hereof, which includes all information permitted to in the form of the Preliminary Official Statement, with such changes thereto, as may be omitted approved by Rule 15c2-12 the Underwriters (including the appendices thereto and any amendments or supplements to such Official Statement as have been approved by the Authority Agency and the Underwriter to enable Underwriters, the Underwriter to distribute a single copy of each Official Statement to any potential customer of Statement”), in such quantity as 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 (as such term is defined herein)Underwriters shall reasonably request. The Authority Agency hereby approves of the distribution and use and distribution (including the electronic distribution) by the Underwriter Underwriters of the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Authority shall have executed and Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the Underwriter a certification extent permitted by applicable rules of the MSRB and as may be agreed by the Agency and the Underwriters. If the Official Statement is prepared for distribution in electronic form, the Agency hereby confirms that it does not object to such effect distributions of the Official Statement in the form attached hereto as Exhibitelectronic form.

Appears in 1 contract

Samples: Purchase Agreement

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Delivery of Official Statement. The Authority has delivered or caused to be delivered to the Underwriter prior to the execution of this the Purchase Agreement Contract or the first offering of the Bonds, whichever first occurs, copies of the Preliminary Official Statement relating to the Bonds (the “Preliminary Official Statement”). Such Preliminary Official Statement is the official statement preliminary version of the Official Statement deemed final by the Authority for purposes of Rule 15c2 rule 15c2-12 under the Securities Exchange Act of 1934 (the “Rule”) and approved for distribution by resolution of the Authority. The Authority shall have executed and delivered to the Underwriter a certification to such effect in the form attached hereto as Appendix B. The Authority and the District hereby agrees to deliver or cause represents and warrant that the Preliminary Official Statement was “deemed 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 delivered to excluded by Section (b)(1) of the Underwriter, within Rule. Within seven (7) business days of from the date hereof, but not less than one (1) business day prior the Authority shall deliver to Closing, an electronic version of the Official Statement and a sufficient number of physical copies of Underwriter the final Official Statement relating to Statement, executed on behalf of the Bonds, Authority by an authorized representative of the Authority and dated the date hereof, which includes all shall include information permitted to be omitted by paragraph (b) (1) of the Rule 15c2-12 and any with such other amendments or supplements to such Official Statement as shall have been approved by the Authority and the Underwriter Underwriter. The District will undertake, pursuant to enable the Underwriter Indenture and a continuing disclosure certificate (the “Continuing Disclosure Certificate”), to distribute a single copy of each Official Statement to any potential customer provide certain annual financial information and notices 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 occurrence of the Underwriting Period (as such term certain events, if material. A description of this undertaking is defined herein). The Authority hereby approves of the use and distribution (including the electronic distribution) by the Underwriter of set forth in the Preliminary Official Statement and the Official Statement in connection with the offer and sale of the Bonds. The Authority shall have executed and delivered to the Underwriter a certification to such effect will also be set forth in the form attached hereto as Exhibitfinal Official Statement.

Appears in 1 contract

Samples: Bond Purchase Contract

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