Purchase and Sale of the Certificates Sample Clauses

Purchase and Sale of the Certificates. On the terms and subject to the conditions set forth in this Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Transferor agrees to sell, transfer and deliver to the Purchaser, at the Closing, and the Purchaser agrees to purchase from the Transferor, at the Closing, the Certificates.
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Purchase and Sale of the Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter shall purchase all, but not less than all, and the City shall cause Zions Bancorporation, National Association, as trustee (the “Trustee”), to execute, sell and deliver to the Underwriter all of the $[PAR] principal amount of Certificates of Participation, Series 2020A (Taxable) (the “Certificates”), evidencing proportionate ownership interests in the Lease Payments to be made by the City.
Sample 1
Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, the Underwriters hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the Issuer’s $22,715,000 Certificates of Obligation, Series 2023 (the “Certificates”). The principal amount of the Certificates to be issued, the dated date therefor, the maturities, redemption provisions, initial yields, and interest rates per annum are set forth in Schedule I attached hereto. The Certificates shall otherwise have such terms and provisions as set forth and as described in and shall be issued and secured under and pursuant to the provisions of the order authorizing the issuance of the Certificates adopted by the Commissioners Court of the Issuer on June 27, 2023 (the “Order”). The purchase price for the Certificates shall be $25,179,578.22 (representing the principal amount of the Certificates, plus an original issue premium of $2,579,475.05 and less an underwriting discount of $114,896.83). Delivered to the Issuer herewith as a good faith deposit is a corporate check of the Representative payable to the order of the Issuer in the amount of $222,950. In the event the Issuer accepts this Contract, such check shall be held uncashed by the Issuer until the time of Closing, at which time such check shall be returned uncashed to the Representative. In the event that the Issuer does not accept this Contract, such check will be immediately returned to 136166813.4/1001253916 the Representative. Should the Issuer fail to deliver the Certificates at the Closing, or should the Issuer be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Certificates, as set forth in this Contract (unless waived by the Representative), or should such obligations of the Underwriters be terminated for any reason permitted by this Contract, such check shall immediately be returned to the Representative. In the event that the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Certificates at the Closing as herein provided, such check shall be cashed and the amount thereof retained by the Issuer as and for fully liquidated damages for such failure of the Underwriters, and, except as set forth in Sections 4, 8, and 10 hereof, no party shall have...
Sample 1
Purchase and Sale of the Certificates. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter shall purchase all, but not less than all, and the City shall cause The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to execute, sell and deliver to the Underwriter all, of the $ ,000 principal amount of Certificates of Participation, Series 2018 (the “Certificates”) evidencing proportionate ownership interests in the Lease Payments to be made by the City.
Sample 1
Purchase and Sale of the Certificates. (a) On the terms and subject to the conditions set forth in this Certificate Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Transferor may, at its option, offer to sell to each Managing Agent, on behalf of its respective Conduit Purchaser(s), and each Conduit Purchaser may elect to purchase on the Closing Date, a Certificate having a Certificate Initial Invested Amount and with a Group Purchase Limit as set forth in Schedule 1.
Sample 1
Purchase and Sale of the Certificates. Subject to the terms and conditions hereof and on the basis of the representations, warranties and agreements set forth herein, the Placement Agent hereby agrees to purchase from Centerline the principal amount of the Certificates set forth on Schedule I hereto (the completion of such purchase and sale being herein sometimes called the “Closing”). The Certificates of each Series will represent undivided interests in a pool of assets (each, a “Series Pool”) to be formed by Xxxxxxx Mac. Each Series Pool will consist of the assets (the “Assets”) delivered to Xxxxxxx Mac in exchange for the Certificates (and related classes of certificates) pursuant to that certain Bond Exchange and Sale Agreement dated as of December 1, 2007 (the “Bond Exchange and Sale Agreement”) among Xxxxxxx Mac, the transferors identified therein (the “Transferors”) and Centerline Sponsor 2007-1 Securitization, LLC (the “Sponsor”). The consideration for the Certificates shall be the purchase price (the “Purchase Price”), together with accrued interest at the initial interest rate thereon (the “Initial Interest Rate”) from December 1, 2007 to but not including the Closing Date (as hereinafter defined), each as identified on Schedule I . The Certificates will be issued pursuant to three Series Certificate Agreements, each dated as of December 1, 2007, as supplemented by the Standard Terms of the Series Certificate Agreement, each dated as of December 1, 2007 (together, the “Series Certificate Agreements”). Unless otherwise defined herein or the context clearly requires otherwise, all capitalized terms in this Certificate Placement Agreement shall have the respective meanings ascribed to them in the Series Certificate Agreements.
Sample 1
Purchase and Sale of the Certificates. On the terms and subject to the conditions set forth in this Certificate Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, during the Commitment Period (i) the Seller from time to time may offer to sell Series 1999-1 Certificates to the Administrative Agent, on behalf of the Purchasers; and (ii) (a) the Administrative Agent, on behalf of the Conduit Purchasers, may elect to purchase such offered Series 1999-1 Certificates, and (b) the Administrative Agent, on behalf of the Committed Purchasers, shall purchase each such offered Series 1999-1 Certificate that the Administrative Agent is not purchasing on behalf of the Conduit Purchasers.
Sample 1
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Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the “Certificates of Participation, Series 2023” (the “Certificates”), evidencing assignments of proportionate interests in rights to receive certain Lease Revenues (as defined in the hereinafter defined Lease), under the Lease. The District and the Corporation acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm ’s-length commercial transaction between the Corporation and the Underwriters and that the Underwriters have financial and other interests that differ from those of the District or the Corporation; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the District or the Corporation; (iii) the Underwriters have not assumed any advisory or fiduciary responsibility to the District or the Corporation with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have provided other services or are currently providing other services to the District or the Corporation on other matters); (iv) the only obligations the Underwriters have to the District and the Corporation with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the District and the Corporation have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem appropriate. If the District or the Corporation would like a municipal advisor in this transaction that has legal fiduciary duties to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. The principal amount of the Certificates to be executed and delivered pursuant to the Indenture, the dated date therefor, the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certifi...
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Purchase and Sale of the Certificates. 11 SECTION 2.02
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Related to Purchase and Sale of the Certificates

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 98.680% of the principal amount thereof plus accrued interest, if any, from August 11, 2017 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

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