Common use of Mandatory Sinking Fund Redemption Clause in Contracts

Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

Appears in 1 contract

Samples: Nutrition Management Services Co/Pa

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Mandatory Sinking Fund Redemption. The Bonds Debentures are subject to mandatory sinking fund redemption on prior to maturity in part, with the Interest Payment Date occurring Debentures to be redeemed being selected by lot by the Trustee in such manner as the month of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")Trustee may determine, at a the redemption price equal to of one hundred percent (100% %) of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in the amounts and on the dates as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 $5,500,000 Term Debenture due March 1, 2015 70,000 2016Redemption Date Principal Amount 09/01/2008 $195,000.00 03/01/2009 200,000.00 09/01/2009 245,000.00 03/01/2010 245,000.00 09/01/2010 300,000.00 03/01/2011 300,000.00 09/01/2011 360,000.00 03/01/2012 360,000.00 09/01/2012 470,000.00 03/01/2013 475,000.00 09/01/2013 545,000.00 03/01/2014 545,000.00 09/01/2014 630,000.00 03/01/2015 * 70,000 *Final maturity 630,000.00 * Maturity At its option, to be exercised on or before the thirtieth (30th) day next preceding any mandatory sinking fund redemption date, Issuer (provided that no Event of Default shall have occurred and be continuing), may: (i) deliver to Trustee for cancellation the Debentures of the Bonds is December 1, 2016 Optional Redemption On applicable maturity or portions thereof (in Authorized Denominations) in any aggregate principal amount desired and (ii) receive a credit in respect of its mandatory sinking fund redemption obligation for any Debentures of the same maturity (in Authorized Denominations) which prior to said date have been purchased or redeemed (otherwise than through mandatory sinking fund redemption pursuant to this Section) and cancelled by Trustee and not theretofore applied as a credit against any mandatory sinking fund redemption obligation for the Conversion Date, the Bonds are subject to redemption same maturity. Each such Debenture or portion thereof so delivered or previously purchased or redeemed and cancelled by the Authority, Trustee shall be credited by Trustee at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of one hundred percent (100% %) of the principal amount thereof being redeemed plus accrued interest against the obligation to redeem Debentures of the same maturity on such mandatory sinking fund redemption date. No , and any excess over such optional redemption shall occur unless there amount shall be available credited against future mandatory sinking fund redemption obligations for the same maturity in chronological order, and the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any principal amount of the Bonds or portions thereof are called for redemption as aforesaid, notice Debentures of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof said maturity so to be redeemed shall be selected by accordingly reduced. Issuer will, on or before the thirtieth (30th) calendar day next preceding each such mandatory sinking fund redemption date, furnish Trustee by lot. Prior with its certificate indicating whether and to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under what extent the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf (i) and (ii) of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed preceding paragraph are to be a stipulation, covenant, agreement or obligation availed of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentmandatory sinking fund redemption payment.

Appears in 1 contract

Samples: Cross Border Resources, Inc.

Mandatory Sinking Fund Redemption. The Series A Bonds are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date"), prior to maturity at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available , on the Annual Payment Dates in the Bond Fund established under the Indenture sufficient Available Moneys (as defined years and in the principal amounts specified in Exhibit B to this Indenture) to pay all amounts due with respect to such a redemption. In the event that any of the Series A Bonds or portions thereof are called for redeemed (other than through sinking fund redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof pursuant to be redeemed this Section) and the redemption price (including the premium, if any), shall be given are cancelled by the Trustee, the Trustee by mailing shall cause the Issuer to receive a copy of the credit against its sinking fund redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined obligations in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the aggregate principal amount of $100,000 or any integral multiple Bonds so redeemed, such credits to be given in excess such order of $100,000. The Bonds are issued pursuant to and in full compliance with maturity as may be directed by the Constitution and laws Issuer, at the direction of the CommonwealthCompany, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Agent which consent shall not be unreasonably withheld or delayed provided that the Company shall provide the Agent with evidence reasonably satisfactory to the Agent that the Company has or will have sufficient funds to meet the Company's payment obligations under the Lease as they become due. Also, at its option, the Bank and Company may deliver to the holders of all Trustee for cancellation Series A Bonds at the time outstanding. Any such consent or any waiver purchased by the CompanyCompany pursuant to this Indenture. Such Series A Bonds so purchased, the Bank delivered and the holders of all Bonds at the time outstanding cancelled shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require credited by the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery at 100% of the Indenture and principal amount thereof against the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other sinking fund redemption obligations of the AuthorityIssuer in such order of maturity as may be directed by the Company with the consent of the Agent, does not exceed or violate any constitutional or statutory limitation. This Bond which consent shall not be valid unreasonably withheld or become obligatory for any purpose delayed provided that the Company shall provide the Agent with evidence reasonably satisfactory to the Agent that the Company has or be entitled will have sufficient funds to any security or benefit meet the Company's payment obligations under the Indenture until Lease as they become due, and the certificate principal amount of authentication hereon Series A Bonds to be redeemed by sinking fund redemption shall have been signed by be accordingly reduced. Concurrently with the events described above in this Subsection, the Trustee or shall take such action as may be necessary to cause the Tender AgentCompany to receive corresponding credits against its obligations to make Lease Payments. Anything herein to the contrary notwithstanding, as authenticating agentthe Issuer and the Company shall not receive credits pursuant to this Subsection for sinking fund redemption obligations in respect of which the Trustee has given notice of redemption to Holders prior to the accrual of such credits.

Appears in 1 contract

Samples: Helmstar Group Inc

Mandatory Sinking Fund Redemption. The Series 1998C Bonds are will be subject to mandatory sinking fund redemption and payment prior to their stated maturity on the Interest Payment Date occurring in the month September 1 of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")year, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1thereof, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available , without premium, in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in accordance with the Indenture) to pay all amounts due with respect to such a redemption. In the event any Selection of the Series 1998C Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), Redeemed. Series 1998C Bonds shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal amount of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 5,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but ; provided no partial redemption shall result in any Series 1998B Bond remaining Outstanding in a principal amount less than $100,000. Series 1998C Bonds shall be redeemed(by such method as the Trustee shall deem equitable, provided that for this purpose Series 1998C Bonds of a denomination larger than the minimum authorized denomination or integral multiples thereof shall be treated on the same basis as if they were the appropriate number of Series 1998C Bonds of such minimum authorized denomination. The portions of the principal of outstanding Series 1998C Bonds so selected for partial redemption shall be equal to such minimum authorized denomination or integral multiples thereof. Any Series 1998C Bond which is to be redeemed only if in part shall be submitted to the remaining Paying Agent and delivered to the Trustee who shall authenticate and deliver to the Owner of such Series 1998C Bond, without service charge, a new Series 1998C Bond or Series 1998C Bonds, of any authorized denomination as requested by such Owner in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 1998C Bonds so surrendered. If the Owner of any such Series 1998C Bond is in of a denomination greater than the minimum authorized denomination for such Series 1998C Bond fails to present such Series 1998C Bond to the Paying Agent for payment and exchange as aforesaid, such Series 1998C Bond shall, nevertheless, become due and payable on the redemption date to the extent of the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant such Series 1998C Bond called for redemption (and to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentextent only).

Appears in 1 contract

Samples: Trust Indenture (Labone Inc)

Mandatory Sinking Fund Redemption. The Bonds are subject to As and for a mandatory sinking fund for the redemption on of the Interest Payment Date occurring Bonds, the Issuer shall deposit in the month of December in Bond Fund on or before the last Business Day preceding November 1, 2009, and on or before the last Business Day preceding each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (eachNovember 1 thereafter, a "Mandatory Sinking Account Payment Date"), sum which together with other moneys available therefor in the Bond Fund is sufficient to redeem (after credit as provided below) the following principal amounts of Bonds at a redemption price equal to 100% of the principal amount thereof to be redeemed, plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1interest, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at if any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in : November 1 of the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemptionYear Principal Amount 2009 $265,000 2010 $285,000 2011 $305,000 2012 $325,000 2013 $350,000 2014 $375,000 2015 $405,000 2016 $435,000 2017 $470,000 2018 $505,000 2019 $540,000 2020 $580,000 2021 $625,000 2022 $675,000 2023 $725,000 2024* $775,000 __________________ *Final maturity. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than the minimum Authorized Denomination of $100,000, a portion of such Bond (may be redeemed, but only in the principal amount of $5,000 or any integral multiple of $5,000 in excess of $100,000 and each $5,000 unit in excess of such minimum Authorized Denomination thereof shall be counted as one Bond for the purpose of selecting by lot. Following any such partial redemption, the remaining principal amount of such Bond shall be in an Authorized Denomination. On or before the thirtieth day prior to each such mandatory sinking fund redemption date, the Trustee shall proceed to select for mandatory sinking fund redemption (in a manner designated by the Company) from all outstanding Bonds a principal amount of Bonds equal to the aggregate principal amount of Bonds redeemable with the required sinking fund payment, and shall call such Bonds or portions thereof for mandatory sinking fund redemption on the next November 1 and give notice of such call. At its option, to be exercised on or before the forty-fifth day next preceding any such mandatory sinking fund redemption date, the Company may (i) deliver to the Trustee for cancellation, Bonds or portions thereof (in the minimum Authorized Denomination or any integral multiple of $5,000 in excess thereof) may be redeemed, but in any aggregate principal amount desired or (ii) receive a credit for any Bonds or portions thereof (in the minimum Authorized Denomination or any integral multiple of $5,000 in excess thereof) which prior to said date have been redeemed (otherwise than by mandatory sinking fund redemption) and canceled by the Trustee and not theretofore applied as a credit against any mandatory sinking fund redemption obligation. Each such Bond or portion thereof so delivered or previously redeemed shall be redeemed only if credited by the remaining unredeemed portion Trustee at 100% of the principal amount thereof on the payment obligation of the Issuer on such Bond is sinking fund redemption date and any excess over such amount shall be credited on future mandatory sinking fund redemption obligations in chronological order, and the principal amount of $100,000 or any integral multiple in excess Bonds to be redeemed by operation of $100,000such mandatory sinking fund redemption shall be accordingly reduced. The Bonds are issued pursuant to and in full compliance with Company will on or before the Constitution and laws of forty-fifth day next preceding each such mandatory sinking fund redemption date furnish the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement Trustee and the Indenture. The Bonds have been issued under Issuer with its certificate indicating whether or not and to what extent the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf (i) and (ii) of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed this Section 308 are to be a stipulation, covenant, agreement or obligation availed of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentsinking fund payment.

Appears in 1 contract

Samples: Intrepid Technology & Resources, Inc.

Mandatory Sinking Fund Redemption. The Series 2022 Bonds maturing on June 1, , are subject to mandatory sinking fund redemption in part on the Interest Payment Date occurring each June 1 in the month of December in each of the years and principal amounts set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")below, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the such Series 2022 Bonds is December 1to be redeemed, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption datedate fixed for redemption: Year Amount $ * *Final maturity. No such optional redemption shall occur unless there If less than all the Series 2022 Bonds are called for redemption, they shall be available redeemed from maturities (or portions thereof) in such order as determined by the County. If less than all of the Series 2022 Bonds of any maturity are called for redemption, the Series 2022 Bonds to be redeemed shall be selected by DTC or any successor securities depository pursuant to its rules and procedures or, if the book-entry system is discontinued, shall be selected by the Trustee by lot in such manner as the Trustee in its discretion may determine. The portion of any Series 2022 Bond to be redeemed shall be in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemptionprincipal amount of $5,000 or some integral multiple thereof. In selecting Series 2022 Bonds for redemption, each Series 2022 Bond shall be considered as representing that number of Series 2022 Bonds that is obtained by dividing the event principal amount of such Series 2022 Bond by $5,000. If any of the Series 2022 Bonds or portions thereof are called for redemption as aforesaidredemption, the Trustee shall send notice of the call for redemption, identifying the Series 2022 Bonds or portions thereof to be redeemed and the redemption price (including the premiumredeemed, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not less than 30 nor more than sixty (60) 60 days prior to the date fixed for redemption redemption, to the Owner registered owner of each Bond the Series 2022 Bonds by facsimile transmission or other electronic means, registered or certified mail, overnight express delivery or such other means acceptable to be redeemed the registered owner. In the case of an optional redemption, such notice may state that (a) it is conditioned upon the deposit of moneys, in whole or in part at an amount equal to the address shown on amount necessary to effect the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly givenredemption, whether or not with the Owner receives Trustee no later than the notice. No further interest shall accrue on the principal of any Bond called date fixed for redemption after or (b) the redemption date if Available Moneys (as defined in Authority retains the Indenture) sufficient for right to rescind such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant on or prior to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called date fixed for redemption, notwithstanding the failure to satisfy and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice requirements is rescinded. Provided funds for their redemption are on deposit at the place of payment on the first sentence of this paragraph with respect to such transferee. If less than date fixed for redemption, all the Bonds are to be redeemed, the particular Series 2022 Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Agreement of Trust and shall not be deemed to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued Outstanding under the provisions of the ActAgreement of Trust. Notwithstanding anything If a portion of this bond shall be called for redemption, a new bond in principal amount equal to the contrary contained herein unredeemed portion hereof will be issued to DTC or in its nominee upon surrender hereof or, if the Indenturebook-entry system is discontinued, to the Agreement, or in any other instrument or document executed by or on behalf registered owners of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and releasedSeries 2022 Bonds. The Owner registered owner of this Bond bond shall have no right to enforce the provisions of the Indenture Agreement of Trust or to institute any action to enforce the covenants therein, therein or to take any action with respect to any default Event of Default under the Indenture, Agreement of Trust or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described except as provided in the Indenture Agreement of Trust. Modifications or alterations of the Agreement of Trust or the Financing Agreement, or of any supplement thereto, may be made only to the extent and in the circumstances permitted by the Agreement of Trust. The Series 2022 Bonds are issuable as registered bonds in the denomination of $5,000 and integral multiples thereof. Upon surrender for transfer or exchange of this bond at the designated corporate trust office of the Trustee in Richmond, Virginia, together with an assignment duly executed by the registered owner or its duly authorized attorney or legal representative in such form as shall have occurred. In certain eventsbe satisfactory to the Trustee, on the conditionsAuthority shall execute, and the Trustee shall authenticate and deliver in exchange, a new bond or bonds in the manner and with subject to the effect set forth limitations and conditions provided in the IndentureAgreement of Trust, the having an equal aggregate principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereofamount, together with interest accrued thereon. The Indenture permitsin authorized denominations, with certain exceptions as therein provided, the amendment thereof and the modification of the rights same series, form and obligations of maturity, bearing interest at the Authority same rate and registered in the rights of the Owners of the Bonds at any time name or names as requested by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstandingthen registered owner hereof or its duly authorized attorney or legal representative. Any such consent exchange shall be at the expense of the Authority, except that the Trustee may charge the person requesting such exchange the amount of any tax or any waiver by other governmental charge required to be paid with respect thereto. The Trustee shall treat the Company, registered owner as the Bank person exclusively entitled to payment of principal and interest and the holders exercise of all Bonds at other rights and powers of the time outstanding owner, except that interest payments shall be conclusive and binding upon made to the Owner and upon all future Owners person shown as holder on the 15th day of this Bond and of any Bond issued the month preceding the month in replacement hereof whether or not notation of such consent or waiver is made upon this Bondwhich each interest payment date occurs. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all All acts, conditions and things required to existhappen, happen and exist or be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do existbond have happened, have happened exist and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitationperformed. This Bond bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture Agreement of Trust or be valid until the certificate Trustee shall have executed the Certificate of Authentication appearing hereon and inserted the date of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agenthereon.

Appears in 1 contract

Samples: Seventh Supplemental Agreement

Mandatory Sinking Fund Redemption. The Series 2018A Bonds that are Term Bonds (the “Series 2018A Term Bonds”) maturing August 1, 20 , shall also be subject to mandatory redemption in whole, or in part by lot, on August 1 in each year, commencing [August 1, 20 , as set forth below, from sinking fund redemption on payments made by the Interest Payment Date occurring in Successor Agency to the month of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")Principal Account, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to be redeemed, without premium, in the aggregate respective principal amounts and on August 1 in the respective years as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity set forth in the following table; provided however, that (y) in lieu of redemption thereof such Series 2018A Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Series 2018A Term Bonds is December have been optionally redeemed, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018A Term Bonds so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Successor Agency. Series 2018A Term Bonds maturing 20 August 1 Principal Amount $ (maturity) The Series 2018B Bonds that are Term Bonds (the “Series 2018B Term Bonds”) maturing August 1, 2016 Optional Redemption On 20 , shall also be subject to mandatory redemption in whole, or prior in part by lot, on August 1 in each year, commencing [August 1, 20 , as set forth below, from sinking fund payments made by the Successor Agency to the Conversion Date, the Bonds are subject to redemption by the AuthorityPrincipal Account, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the a redemption price of 100% of equal to the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or without premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner aggregate respective principal amounts and with on August 1 in the effect respective years as set forth in the following table; provided however, that (y) in lieu of redemption thereof such Series 2018B Term Bonds may be purchased by the Successor Agency pursuant to the Indenture, and (z) if some but not all of such Series 2018B Term Bonds have been optionally redeemed, the principal total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Series 2018B Term Bonds issued under so redeemed, to be allocated among such sinking fund payments in integral multiples of $5,000 as determined by the Indenture Successor Agency. Series 2018B Term Bonds of 20 August 1 Principal Amount $ (maturity) EXHIBIT B FORM OF ISSUE PRICE CERTIFICATE $ SUCCESSOR AGENCY TO THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF ROHNERT PARK TAX ALLOCATION REFUNDING BONDS, SERIES 2018A ISSUE PRICE CERTIFICATE The undersigned, Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), hereby certifies as set forth below with respect to the sale and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification issuance of the rights and above-captioned obligations of (the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent“Bonds”).

Appears in 1 contract

Samples: Bond Purchase Agreement

Mandatory Sinking Fund Redemption. The Series 1998A Bonds are will be subject to mandatory sinking fund redemption and payment prior to their stated maturity on the Interest Payment Date occurring in the month September 1 of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")year, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1thereof, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date, without premium, in accordance with the terms of the Indenture. No such optional redemption shall occur unless there shall Selection of Series 1998A Bonds to be available Redeemed. Series 1998A Bonds in the Bond Fund established under Weekly Mode or the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), Monthly Mode shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal amount of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but . Series 1998A Bonds in any other Interest Rate Mode shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 5,000 or any integral multiple in excess of $100,000thereof. The Series 1998A Bonds are issued pursuant to be redeemed shall be selected by the Trustee first from Series 1998A Bonds registered in the name of or for the account of or pledged as security to the Letter of Credit Provider, next from all other Series 1998A Bonds (other than Series 1998A Bonds registered in the name of or for the account of the Lessee other than Series 1998A Bonds pledged as security to the Letter of Credit Provider), and then, from Series 1998A Bonds registered in the name of or for the account of the Lessee. Except for the order set forth above, selection of Series 1998A Bonds or portions of Series 1998A Bonds to be redeemed shall be by such method as the Trustee shall deem equitable, provided that for this purpose Series 1998A Bonds of a denomination larger than the minimum authorized denomination or integral multiples thereof shall be treated on the same basis as if they were the appropriate number of Series 1998A Bonds of such minimum authorized denomination. The portions of the principal of outstanding Series 1998A Bonds so selected for partial redemption shall be equal to such minimum authorized denomination or integral multiples thereof. Any Series 1998A Bond which is to be redeemed only in part shall be submitted to the Paying Agent and delivered to the Trustee who shall authenticate and deliver to the Owner of such Series 1998A Bond, without service charge, a new Series 1998A Bond or Series 1998A Bonds, of any authorized denomination as requested by such Owner in an aggregate principal amount equal to and in full compliance with exchange for the Constitution and laws unredeemed portion of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Series 1998A Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through so surrendered. If the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability Owner of any such personSeries 1998A Bond of a denomination greater than the minimum authorized denomination for such Series 1998A Bond fails to present such Series 1998A Bond to the Paying Agent for payment and exchange as aforesaid, in his individual capacitysuch Series 1998A Bond shall, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants thereinnevertheless, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before on the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, redemption date to the amendment thereof and the modification extent of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation principal amount of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject Series 1998A Bond called for redemption (and to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentextent only).

Appears in 1 contract

Samples: Trust Indenture (Labone Inc)

Mandatory Sinking Fund Redemption. The Bonds are subject to mandatory sinking fund redemption maturing on the Interest Payment Date occurring July 1, 20 shall be redeemed in the month of December part on July 1 in each of the years set forth below year listed below, commencing on the Interest Payment Date occurring in December of 1997 (eachJuly 1, a "Mandatory Sinking Account Payment Date")20 , at a redemption price equal to 100% of the principal amount thereof redeemed, plus accrued interest as followsthereon to the redemption date, in the principal amount set forth below next to such year: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016Principal Amount $ * 70,000 *Final maturity of the Maturity The Bonds is December maturing on July 1, 2016 Optional Redemption On or prior to the Conversion Date20 will be redeemed in part on July 1 in each year listed below, the Bonds are subject to redemption by the Authoritycommencing July 1, 20 , at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the a redemption price of equal to 100% of the principal amount thereof being redeemed plus accrued interest thereon to the redemption date, in the principal amount set forth below next to such year: Year Principal Amount $ * *Final Maturity The Bonds maturing on July 1, 20 will be redeemed in part on July 1 in each year listed below, commencing July 1, 20 , at a redemption price equal to 100% of the principal amount plus accrued interest thereon to the redemption date, in the principal amount set forth below next to such year: Year Principal Amount $ * *Final Maturity The requirements of paragraph (c) above are subject, however, to the provisions that any partial redemption of Bonds of the applicable maturity under paragraphs (a) or (b) above shall reduce the mandatory scheduled redemption requirements of paragraph (c) above for Bonds of such maturity as provided in this paragraph. No such optional In the event of a partial redemption of the Bonds under paragraphs (a) or (b) above, the Bond Trustee shall occur unless there allocate the principal amount of Bonds redeemed as directed by the Obligated Group. A notice of redemption of any said Bonds shall be available mailed to the registered owner thereof not more than 60 nor less than 30 days before each redemption date in the manner and under the terms and conditions provided in the Bond Fund established Indenture. On the date designated for redemption, notice having been given and moneys for payment of the redemption price being held by the Bond Trustee, all as provided in the Bond Indenture, the Bonds so duly called for redemption shall become and be due and payable at the redemption price provided for such Bonds or portions thereof on the dates designated for redemption, interest on such Bonds or portions thereof so called for redemption shall cease to accrue, and the registered owners of said Bonds or such portions thereof so called for redemption shall cease to have any lien, rights, benefits or security under the Bond Indenture sufficient Available Moneys with respect to the Bonds or portion thereof so called for redemption, except to receive the payment of the redemption price on the designated date of redemption from moneys deposited with or held by the Bond Trustee for such redemption of the Bonds. If a portion of this Bond shall be called for redemption, a new registered Bond in the principal amount equal to the unredeemed portion hereof will be issued to the Registered Owner upon surrender hereof. In lieu of the optional redemption and cancellation of the Bonds, Bonds may be called for purchase by the Obligated Group in lieu of optional redemption on the same dates and at the same purchase price as Bonds may be called for and redeemed pursuant to the optional redemption terms set forth in paragraph (a) above. Bonds so purchased by the Obligated Group in lieu of redemption may be either (i) delivered to the Bond Trustee and cancelled or (ii) held by the Obligated Group and, upon receipt of any opinion of Bond Counsel (as defined in the Bond Indenture) to pay all amounts due with respect the effect that such sale will not adversely affect the exclusion from gross income for federal income tax purposes of interest on such Bonds, subsequently sold by the Obligated Group. Notice of purchase and selection of Bonds for purchase pursuant to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), this paragraph shall be given by or made and shall have the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed same effect as provided above in the Bond Indenture for notice and selection of Bonds for optional redemption; provided, that the notice shall be conclusively presumed modified as necessary to have been duly given, whether or not reflect the Owner receives the noticepurchase of Bonds in lieu of optional redemption. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoingcovenant, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenturestipulation, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds obligation or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary agreement contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein Bond Indenture shall be deemed or construed to be a covenant, stipulation, covenant, obligation or agreement or obligation of any present or future member, commissioner, director, trustee, officer, agent or employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, Issuer in his individual capacity, and neither the members of the Issuer nor any official executing this Bond shall be liable personally for on this Bond or shall be subject to any breach personal liability or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any accountability by reason of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and releasedissuance hereof. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority Issuer and Members of the Obligated Group and the rights of the Owners owners of the Bonds at any time by the Authority Issuer or the Obligated Group with the consent of the Companyowners of a majority of the Bonds Outstanding, as defined in the Bank and the holders of all Bonds at the time outstandingBond Indenture. Any such consent or any waiver by the Company, the Bank and the holders owner of all Bonds at the time outstanding this Bond shall be conclusive and binding upon the Owner such owner and upon all future Owners owners of this Bond and of any Bond issued in replacement hereof upon the transfer or exchange of this Bond whether or not notation of such consent or waiver is made upon this Bond. The Bond Indenture also contains provisions which, subject to certain conditions, permit or require permitting the Bond Trustee to waive certain past defaults under the Bond Indenture and their consequences. This Bond is and has all the qualities and incidents of a negotiable instrument under the Uniform Commercial Code-Investment Securities Law of the State of Florida. Unless otherwise provided by law, the Issuer may treat the Registered Owner of this Bond as the absolute owner hereof for all purposes without being affected by any notice to the contrary. This Bond may be registered as transferred upon the books kept for the registration and transfer of the Bonds only upon surrender of this Bond to the Bond Trustee, as bond registrar, together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form and with such guaranty of signature as shall be satisfactory to the Bond Trustee; provided, that the Bond Trustee shall not be obliged to make any exchange or registration of transfer during the period between a Record Date and the corresponding Interest Payment Date. Upon the registration of transfer of this Bond and on request of the Bond Trustee, the Issuer shall execute, and the Bond Trustee shall authenticate and deliver, a new Bond or Bonds, registered in the name of the transferee or transferees, of the same maturity, aggregating in amount the then unpaid principal amount of the Bond surrendered, of Authorized Denominations. If any payment on this Bond falls due on a day that is not a Business Day (as defined in the Bond Indenture), then such payment shall be made on the next succeeding Business Day with the same force and effect as if done on the nominal date provided in the Bond Indenture, except as otherwise specifically provided in the Bond Indenture. It is hereby certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in regular and due time, form and manner time as required by law; the Constitution and laws of the State of Florida applicable thereto and that the issuance of this Bond is in full compliance with the Act and the issue of which it forms a partall constitutional and statutory limitations, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitationprovisions and restrictions. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Indenture until the certificate of authentication endorsed hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentBond Trustee.

Appears in 1 contract

Samples: www.sumtercountyfl.gov

Mandatory Sinking Fund Redemption. The Series 2022 A Bonds are subject to mandatory sinking fund redemption maturing on the Interest Payment Date occurring July 1, 20__ shall be retired by Sinking Fund Installments which shall be accumulated in the month of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Principal Account Payment Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1to be redeemed, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No The Sinking Fund Installments shall be sufficient to redeem the principal amount of the Series 2022 A Bonds on July 1 in each of the years and in the principal amounts as follows: Date Principal Amount * Final Maturity Mandatory Sinking Fund Redemption. The Series 2022 B Bonds maturing on July 1, 20__ shall be retired by Sinking Fund Installments which shall be accumulated in the Principal Account at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued interest to the redemption date. The Sinking Fund Installments shall be sufficient to redeem the principal amount of the Series 2022 B Bonds on July 1 in each of the years and in the principal amounts as follows: Date Principal Amount * Final Maturity Redemption in Part Whenever any Bonds are to be called for redemption in part, such optional Bonds may be called for redemption in any order of maturity and in any principal amount within a maturity as the Authority may designate, with the consent of the College, and in the case of any Bonds subject to scheduled mandatory redemption, the Authority may designate, with the consent of the College, whether such partial redemption shall occur unless there shall be available in credited against the Bond principal amount due at maturity or against particular scheduled Sinking Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due Installments with respect to such Bond. The Series 2022 A Bonds to be redeemed within any maturity shall be selected by the Trustee by lot or by any other method. See “DESCRIPTION OF THE BONDS – Book-Entry-Only System.” If the Series 2022 B Bonds are registered in book-entry-only form and so long as DTC or a redemption. In successor securities depository is the event any sole registered owner of the Series 2022 B Bonds, if less than all of the Series 2022 B Bonds or portions thereof of a maturity are called for redemption as aforesaid, notice of the call for redemption, identifying the particular Series 2022 B Bonds of such maturity or portions thereof to be redeemed will be selected on a pro rata pass-through distribution of principal basis in accordance with the DTC procedures. It is the intention of the Authority that redemption allocations of the Series 2022 B Bonds made by DTC be made on a pro rata pass-through distribution of principal basis as described above. However, none of the Authority, the College or the Underwriters of the Series 2022 B Bonds can provide any assurance that DTC, DTC’s Direct and Indirect Participants or any other intermediary will allocate the redemption price (including of the premiumSeries 2022 B Bonds on such basis. If the DTC operational arrangements do not allow for the redemption of the Series 2022 B Bonds on a pro rata pass-through distribution of principal basis as discussed above, if any)then the Series 2017 C Bonds will be selected for redemption, shall in accordance with the DTC procedures, by lot or in such other manner as is in accordance with the applicable DTC operational arrangements. If the Series 2022 B Bonds are not registered in book-entry-only form, any redemption of less than all of a maturity of the Series 2022 B Bonds will be allocated among the registered owners of the Series 2022 B Bonds of such maturity, as nearly as practicable, taking into consideration the Authorized Denominations of the 2022 B Bonds, on a pro rata basis. Notice of Redemption Notice of redemption will be given by the Trustee on behalf of the Authority by mailing a copy of the an official redemption notice by first-first class mail at least thirty (30) days but and not more than sixty (60) days prior to the redemption date fixed for redemption to the each Registered Owner of each Bond the Series 2022 Bonds to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed Bond Register or at such other address as provided above is furnished in writing by such Registered Owner to the Trustee, and such mailing shall be conclusively presumed a condition precedent to have been duly given, whether or not the Owner receives the noticesuch redemption. No further interest All official notices of redemption shall accrue on the principal of any Bond called for redemption after be dated and shall state: (i) the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.date;

Appears in 1 contract

Samples: www.nj.gov

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Mandatory Sinking Fund Redemption. The Bonds are $ Term Bond maturing on August 1, 20 , is also subject to mandatory sinking fund redemption on the Interest Payment Date occurring each mandatory sinking fund redemption date and in the month of December in each of the years respective principal amounts as set forth below commencing on in the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")following schedule, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the redeemed, without premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior together with interest accrued thereon to the date fixed for redemption redemption: Mandatory Sinking fund Redemption Date (August 1) Principal Amount to the Owner of each Bond be Redeemed $ † † Maturity. The principal amount to be redeemed in whole or in part at the address each year shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenturetables above will be reduced proportionately, in integral multiples of $5,000, by the amount of such Term Bond optionally redeemed prior to the mandatory sinking fund redemption date, if any.] SCHEDULE A Bond Pricing LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT (Alameda and Contra Costa Counties, California) sufficient for such redemption have been deposited with GENERAL OBLIGATION BONDS, ELECTION OF 2016 (MEASURE J), SERIES 2019 [To come] APPENDIX B PROPOSED FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL [To come] APPENDIX C ISSUE PRICE CERTIFICATE $[Par Amount] LIVERMORE VALLEY JOINT UNIFIED SCHOOL DISTRICT (Alameda and Contra Costa Counties, California) GENERAL OBLIGATION BONDS, ELECTION OF 2016 (MEASURE J), SERIES 2019 The undersigned, on behalf of Xxxxxx, Xxxxxxxx & Company, Incorporated, as representative (the Trustee. Notwithstanding the foregoing“Representative”) on behalf of itself and RBC Capital Markets, LLC (collectively, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied “Purchaser”), based on information available to it, hereby certifies as set forth below with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 sale and issuance of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding above-captioned obligations (the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent“Bonds”).

Appears in 1 contract

Samples: Bond Purchase Agreement

Mandatory Sinking Fund Redemption. The Bonds maturing on [ ], 20[ ] are subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of December in each [ ] of the years and in the principal amounts set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date"), at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1(with no premium), 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No The Bonds maturing on such optional redemption shall occur unless there date shall be available in selected for redemption on each mandatory sinking fund redemption date by lot from all remaining Bonds maturing on such date. Mandatory Sinking Fund Redemption Date ([ ]) Principal Amount * * Maturity date At its option, to be exercised on or before the forty-fifth day next preceding each mandatory sinking fund redemption date, the Enterprise may (i) deliver to the Trustee for cancellation any Bond Fund established under with the Indenture sufficient Available Moneys (same maturity date as defined in the Indenture) to pay all amounts due with respect Bonds subject to such mandatory sinking fund redemption and (ii) receive a redemption. In credit in respect of its mandatory sinking fund redemption obligation for any Bonds with the event any of same maturity date as the Bonds or portions thereof are called for subject to such mandatory sinking fund redemption as aforesaidwhich, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to such date, have been duly given, whether redeemed (otherwise than by mandatory sinking fund redemption) and cancelled and not theretofore applied as a credit against any mandatory sinking fund redemption obligation. Each Bond so delivered or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be previously redeemed shall be selected by credited at the Trustee principal amount thereof to the mandatory sinking fund redemption obligation on the mandatory sinking fund redemption dates by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in and the principal amount of Bonds to be redeemed as part of such mandatory sinking fund redemption on such dates shall be accordingly reduced. EXHIBIT A $100,000 or any integral multiple in excess of $100,000. [ ] Colorado Bridge and Tunnel Enterprise Senior Infrastructure Revenue Bonds Series 2024A ISSUE PRICE CERTIFICATE The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealthundersigned, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of BofA Securities, Inc. (the Authority in connection herewith“Representative”),on behalf of itself and Xxxxx Fargo Bank, no stipulationNational Association, covenantXxxxx Xxxxxxx & Co., agreement or obligation contained herein or therein shall be deemed or construed to be a stipulationLoop Capital Markets, covenantLLC and Xxxxxx Xxxxxxxx, agreement or obligation of any present or future memberLLC (together, commissionerthe “Underwriting Group”), director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action certifies as set forth below with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner sale and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification issuance of the rights and above-captioned obligations of (the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding“Bonds”). Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains [Select appropriate provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.below]

Appears in 1 contract

Samples: Bond Purchase Agreement

Mandatory Sinking Fund Redemption. The $ Term Current Interest Bonds maturing on August 1, 20 , are also subject to mandatory sinking fund redemption on the Interest Payment Date occurring in the month of December August 1 in each of the years and in the respective principal amounts as set forth below commencing on in the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")following schedule, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the without premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior together with interest accrued thereon to the date fixed for redemption redemption: Mandatory Sinking Fund Redemption Date (August 1) Principal Amount to the Owner of each Bond be Redeemed † † Maturity. The principal amount to be redeemed in whole or each year shown above will be reduced proportionately, in part integral multiples of $5,000, by any portion of the Term Current Interest Bond optionally redeemed prior to the mandatory sinking fund redemption date. [The Capital Appreciation Bonds shall not be subject to mandatory sinking fund redemption prior to their stated maturity dates.] [The $ Convertible Capital Appreciation Bonds maturing on August 1, 20 , are subject to mandatory sinking fund redemption on August 1 in each of the years and in the respective stated accreted value amounts at the address shown on the registration books. Any notice mailed Conversion Date thereof as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenturefollowing schedule, the principal at a redemption price equal to 100% of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereofaccreted value amount to be redeemed (without premium), together with interest accrued thereonthereon from the last interest payment date for which interest has been paid to the date fixed for redemption:] Mandatory Sinking Fund Redemption Date (August 1) Stated Accreted Value Amounts to be Redeemed † † Maturity. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds stated accreted value amounts at the time outstanding. Any such consent or Conversion Date thereof to be redeemed in each year shown above will be reduced proportionately, in integral multiples of $5,000, by any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation portion of such consent or waiver is made upon this BondConvertible Capital Appreciation Bonds optionally redeemed prior to the mandatory sinking fund redemption date. EXHIBIT B FORM OF OPINION OF COUNTY COUNSEL $ Anaheim City School District (County of Orange, California) General Obligation Bonds, Election of 2010, Series 2011A $ Anaheim City School District (County of Orange, California) General Obligation Bonds, Election of 2010, Series 2011B ( Bonds) Ladies and Gentlemen: The Office of County Counsel provides general legal advice to the County of Orange, California (the “County”). The Indenture also contains provisions whichOffice of County Counsel does not represent the Anaheim City School District (“District”). Legal matters which require special expertise such as securities, subject bankruptcy or tax laws are referred to certain conditions, permit or require firms which specialize in those areas. You have asked the Trustee Office of County Counsel to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and render this opinion in connection with the execution and delivery issuance of the Indenture County in the name of and on behalf of the District of $ aggregate principal amount of the District’s General Obligations Bonds, Election of 2010, Series 2011A (the “Series 2011A Bonds”), and $ aggregate principal amount of the District’s General Obligation Bonds, Election 2010, Series 2011B (the “Series 2011B Bonds,” together with the Series 2011A Bonds, the “Bonds”). In rendering this opinion, we have examined County Board of Supervisors’ Resolution Number 11- , dated , 2011 (the “County Resolution”), a Bond Purchase Agreement, dated , 2011, by and among Xxxxx Xxxxxxx & Co., as representative of itself and X.X. De La Xxxx & Co., as underwriters, County, and the issuance District (the “Purchase Agreement”) and originals or copies of such agreements, records, documents, certificates or other instruments of the County and of California law as we have deemed appropriate for the purposes of this Bond do existopinion. Based upon the foregoing, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations we are of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.opinion that:

Appears in 1 contract

Samples: Bond Purchase Agreement

Mandatory Sinking Fund Redemption. The aggregate of the amounts to be deposited in the Principal Payment Account of the CFC Debt Service Fund pursuant to Section 5.03 hereof shall include amounts sufficient to redeem any Bonds are subject to mandatory sinking fund redemption pursuant to Mandatory Sinking Fund Requirements. The Trustee, on behalf of the Authority, shall cause such Bonds to be redeemed in the manner provided in this Article on each mandatory redemption date in the aggregate principal amount set forth in the CFC Trust Agreement. The Authority shall have the option to deliver to the Trustee for cancellation any Bonds subject to Mandatory Sinking Fund Requirements in any aggregate principal amount and to receive a credit against any Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation) of the Authority for Bonds of the same series and maturity. That option shall be exercised by the Authority, on or before the 45th day preceding the applicable mandatory redemption date, by furnishing the Trustee a certificate, signed by an Authorized Officer setting forth the extent of the credit to be applied and the Mandatory Sinking Fund Requirement to be credited. The Bonds upon which that certificate is based shall be delivered to the Trustee for cancellation on the Interest Payment Date occurring in applicable mandatory redemption date. If the month certificate is not timely furnished to the Trustee or the Bonds are not so delivered, the Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation) shall not be reduced. A credit against the then current Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation) of December in each a series of Bonds shall be received by the Authority for any Bonds of the years set forth below commencing on same series and maturity, which prior thereto have been redeemed (other than through the Interest Payment Date occurring in December operation of 1997 (each, a "the Mandatory Sinking Account Payment Date")Fund Requirements) or purchased for cancellation and canceled by the Trustee, to the extent not applied theretofore as a credit against any redemption obligation. Each Bond so delivered, or previously redeemed, or purchased and canceled, shall be credited by the Trustee at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: against the designated or then current Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity Fund Requirement (and corresponding mandatory redemption obligation) for the series of Bonds so delivered. Any excess of that amount over the Bonds is December 1, 2016 Optional Redemption On designated or prior to then current Mandatory Sinking Fund Requirement shall be credited against subsequent mandatory redemption obligations in the Conversion Date, the Bonds are subject to redemption order directed by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in the Indenture) to pay all amounts due with respect to such a redemption. In the event any of the Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but Bonds shall be redeemed only if the remaining unredeemed portion of such Bond is in the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agent.

Appears in 1 contract

Samples: Charge Master Trust Agreement

Mandatory Sinking Fund Redemption. The Series 1998B Bonds are will be subject to mandatory sinking fund redemption and payment prior to their stated maturity on the Interest Payment Date occurring in the month September 1 of December in each of the years set forth below commencing on the Interest Payment Date occurring in December of 1997 (each, a "Mandatory Sinking Account Payment Date")year, at a redemption price equal to 100% of the principal amount thereof plus accrued interest as follows: Mandatory Sinking Year Account Payments ---- ---------------- 1997 30,000 1998 35,000 1999 35,000 2000 40,000 2001 40,000 2002 40,000 2003 40,000 2004 45,000 2005 45,000 2006 50,000 2007 50,000 2008 50,000 2009 55,000 2010 55,000 2011 60,000 2012 60,000 2013 65,000 2014 65,000 2015 70,000 2016* 70,000 *Final maturity of the Bonds is December 1thereof, 2016 Optional Redemption On or prior to the Conversion Date, the Bonds are subject to redemption by the Authority, at the option of the Company, at any time, subject to the notice provisions described below, in whole or in part, at the redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the redemption date. No such optional redemption shall occur unless there shall be available , without premium, in the Bond Fund established under the Indenture sufficient Available Moneys (as defined in accordance with the Indenture) to pay all amounts due with respect to such a redemption. In the event any Selection of the Series 1998B Bonds or portions thereof are called for redemption as aforesaid, notice of the call for redemption, identifying the Bonds or portions thereof to be redeemed and the redemption price (including the premium, if any), Redeemed. Series 1998B Bonds shall be given by the Trustee by mailing a copy of the redemption notice by first-class mail at least thirty (30) days but not more than sixty (60) days prior to the date fixed for redemption to the Owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. Any notice mailed as provided above shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. No further interest shall accrue on the principal amount of any Bond called for redemption after the redemption date if Available Moneys (as defined in the Indenture) sufficient for such redemption have been deposited with the Trustee. Notwithstanding the foregoing, the notice requirements contained in the first sentence of this paragraph may be deemed satisfied with respect to a transferee of a Bond which has been purchased pursuant to the Demand Purchase Option under certain circumstances provided in Section 4.06 of the Indenture, after such Bond has previouxxx been called for redemption, notwithstanding the failure to satisfy the notice requirements of the first sentence of this paragraph with respect to such transferee. If less than all the Bonds are to be redeemed, the particular Bonds or portions thereof to be redeemed shall be selected by the Trustee by lot. Prior to the Conversion Date, in case a Bond is of a denomination larger than $100,000, a portion of such Bond ($100,000 5,000 or any integral multiple of $5,000 in excess thereof) may be redeemed, but ; provided no partial redemption shall result in any Series 1998B Bond remaining Outstanding in a principal amount less than $100,000. Series 1998B Bonds shall be redeemed(by such method as the Trustee shall deem equitable, provided that for this purpose Series 1998B Bonds of a denomination larger than the minimum authorized denomination or integral multiples thereof shall be treated on the same basis as if they were the appropriate number of Series 1998B Bonds of such minimum authorized denomination. The portions of the principal of outstanding Series 1998B Bonds so selected for partial redemption shall be equal to such minimum authorized denomination or integral multiples thereof. Any Series 1998B Bond which is to be redeemed only if in part shall be submitted to the remaining Paying Agent and delivered to the Trustee who shall authenticate and deliver to the Owner of such Series 1998B Bond, without service charge, a new Series 1998B Bond or Series 1998B Bonds, of any authorized denomination as requested by such Owner in an aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Series 1998B Bonds so surrendered. If the Owner of any such Series 1998B Bond is in of a denomination greater than the minimum authorized denomination for such Series 1998B Bond fails to present such Series 1998B Bond to the Paying Agent for payment and exchange as aforesaid, such Series 1998B Bond shall, nevertheless, become due and payable on the redemption date to the extent of the principal amount of $100,000 or any integral multiple in excess of $100,000. The Bonds are issued pursuant such Series 1998B Bond called for redemption (and to and in full compliance with the Constitution and laws of the Commonwealth, particularly the Act, and by appropriate action duly taken by the Authority which authorizes the execution and delivery of the Agreement and the Indenture. The Bonds have been issued under the provisions of the Act. Notwithstanding anything to the contrary contained herein or in the Indenture, the Agreement, or in any other instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, commissioner, director, trustee, officer, employee or agent of the Authority, or of any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or nonobservance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or the principal of or premium, if any, or interest on any of the Bonds or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity, is hereby expressly waived and released. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, unless certain circumstances described in the Indenture shall have occurred. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Authority and the rights of the Owners of the Bonds at any time by the Authority with the consent of the Company, the Bank and the holders of all Bonds at the time outstanding. Any such consent or any waiver by the Company, the Bank and the holders of all Bonds at the time outstanding shall be conclusive and binding upon the Owner and upon all future Owners of this Bond and of any Bond issued in replacement hereof whether or not notation of such consent or waiver is made upon this Bond. The Indenture also contains provisions which, subject to certain conditions, permit or require the Trustee to waive certain past defaults under the Indenture and their consequences. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in connection with the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by law; and that the issuance of this Bond and the issue of which it forms a part, together with all other obligations of the Authority, does not exceed or violate any constitutional or statutory limitation. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee or the Tender Agent, as authenticating agentextent only).

Appears in 1 contract

Samples: Trust Indenture (Labone Inc)

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