Common use of The Bonds Clause in Contracts

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 2 contracts

Sources: Bond Purchase Contract, Bond Purchase Contract

The Bonds. The Bonds shall be described in, and shall be issued and secured pursuant to to, the provisions of the Constitution and the laws of the State of California including the provisions of the ▇▇▇▇▇-▇▇▇▇ Local Bond Pooling Act of 1985, constituting Article 4.5 4 of Chapter 3 of Part 1 5 (commencing with Section 6584) of Division 2 7 of Title 5 1 of the Government Code of the State of CaliforniaCalifornia (the “Bond Law”), and the Indenture, authorizing the issuance of the Bonds. The Bonds are being issued for the purpose of funding a paying agent agreement reserve fund for the Bonds, to acquire from the District the District Bonds (as defined in the Indenture) being issued by the District pursuant to the Fiscal Agent Agreement, dated as of November 1, 2010 (the “Original Fiscal Agent Agreement”), by and between the District and Union Bank, N.A., as paying fiscal agent (the “Paying Fiscal Agent”), as supplemented by a First Supplement to Fiscal Agent Agreement, dated November 1, 2012, by and between the District and the Fiscal Agent (the “First Supplement to Fiscal Agent Agreement,” and, together with the Original Fiscal Agent Agreement, the “Fiscal Agent Agreement”), ) and authorized by a resolution to pay the costs of issuance of the Board of Trustees of Bonds and the District, adopted on June 23, 2015 (the “Resolution”)District Bonds. The Bonds shall conform are secured by the Revenues (as defined in all respects the Indenture), consisting primarily of amounts received by the Authority from the District pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceDistrict Bonds. The Bonds shall be issued payable and shall be subject to redemption as provided in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, Indenture and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the BondsAuthority, dated [October/November] _, 2015 2012 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), and the Official Statement of the Authority dated of even date herewith. To Such Official Statement, including the extent cover page and the appendices thereto, relating to the Bonds, as amended to conform to the terms of the bonds set forth in this agreement may conflict Purchase Contract and with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional such changes and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered amendments thereto as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be have been mutually agreed to by the Underwriter Authority, the District and the DistrictUnderwriter, not less than one business day prior is hereinafter referred to as the Closing Date“Official Statement.” This Purchase Contract and the Indenture are referred to herein as the “Authority Documents.” This Purchase Contract, the Fiscal Agent Agreement and the Continuing Disclosure Agreement, dated as of November 1, 2012 (the “District Continuing Disclosure Agreement”), by and between the District and Union Bank, N.A., as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and dissemination agent, are referred to herein as the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractDocuments.

Appears in 1 contract

Sources: Purchase Contract

The Bonds. (a) The Bonds shall be dated their date of delivery. The Federally Taxable Bonds shall mature on July 1, 2021. The Tax-Exempt Bonds shall mature on August 1 in the years shown on Exhibit A hereto and be subject to redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of the Resolution of the Board of Trustees of the District (the “Board of Trustees”) adopted on February 11, 2021 (the “Resolution”), this Purchase Agreement and Article 4.5 of Chapter 3 3, of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionAct”). The Bonds shall conform in all respects were authorized under and pursuant to a bond authorization approved by more than 55% of the terms and provisions set forth in voters of the Resolution and in this Purchase ContractDistrict voting at an election held on June 3, including in Appendix A hereto, which is incorporated herein by reference2014 (the “Election”) approving an amount not more than $71,000,000 of general obligation bonds of the District. The Bonds shall be are being issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest to provide funding for projects authorized by voters at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be Election as further described in the Preliminary Official Statement (defined herein). Capitalized undefined terms used herein shall have the meanings ascribed thereto in the Resolution. (b) [The payment of principal of and interest on the Tax-Exempt Bonds will be secured by a municipal bond insurance policy (the “Policy”) to be issued simultaneously with the issuance of the Bonds by (the “Insurer”).] (c) In order to assist the Underwriter with compliance with Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (the “Rule”), the District with respect to will enter into the BondsContinuing Disclosure Certificate, dated , 2015 the Closing Date (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official StatementContinuing Disclosure Certificate”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. . (d) The Bonds shall be subject to optional executed and mandatory sinking fund redemption on delivered under and in accordance with the terms provisions of this Purchase Agreement and at the times shown in Appendix A. Resolution. (e) The Bonds shall be in full book-entry definitive form. One , shall bear CUSIP numbers, and shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY New York (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Bonds shall be dated their date of delivery (the “Date of Delivery”). The Bonds shall mature on the dates and be subject to redemption as shown on Appendix A hereto, shall otherwise be as described in the Official Statement (as defined herein), and shall be issued and secured pursuant to Article 4.5 the provisions of the resolution adopted by the Board of Trustees of the District on February 9, 2022 (the “Resolution”), and Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionAct”). The Bonds shall conform in all respects to the terms be executed and provisions set forth in the Resolution delivered under and in accordance with the provisions of this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceContract and the Resolution. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of deliverybear CUSIP numbers, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full fully registered book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY New York (“DTC”), and will . The Bonds shall initially be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Datein authorized denominations of Five Thousand Dollars ($5,000) principal amount or Maturity Value, as defined in Section 8 hereofapplicable, or any integral multiple thereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on Paying Agent for the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal as designated by the Underwriter Resolution, shall be Bank of New York Mellon Trust Company, N.A. The net proceeds of the Series A Bonds will be used to accept delivery currently refund a portion of the District’s outstanding Election of 2006 General Obligation Bonds, Series B (the “2006 Series B Bonds”) on a tax-exempt basis. The net proceeds of the Series B Bonds will be used to advance refund a portion of the District’s outstanding (i) 2006 Series B Bonds and (ii) 2015 General Obligation Refunding Bonds (the “2015 Refunding Bonds,” and together with the 2006 Series B Bonds, the “Refunded Bonds”) on a taxable basis. Pursuant to an escrow agreement dated as of March 1, 2022 (the “Escrow Agreement”), by and between the District and The Bank of New York Mellon Trust Company, N.A., as escrow agent (the “Escrow Agent”), the net proceeds of the Bonds will be deposited into an escrow fund held pursuant to the Escrow Agreement and invested in certain Federal Securities, as such term is defined in the Resolution, the principal of and pay for the Bonds in accordance interest on which shall be used, together with funds deposited with the terms Escrow Agent as cash, to pay the redemption prices of this Purchase Contractthe Refunded Bonds on their first respective available redemption dates, and interest due thereon on and before such dates.

Appears in 1 contract

Sources: Purchase Contract

The Bonds. The Bonds shall be issued pursuant to Article 4.5 in this Certificate are part of Chapter 3 of Part 1 of Division 2 of Title 5 a series, unlimited in amount, of the Government Code of Company's Series B Bonds. The Bonds are being offered in a transaction which does not constitute a public offering in the State of California, and a paying agent agreement by and between the District and U.S.A., as paying agent this term is construed in US Securities Act of 1933, including the regulations thereof (hereinafter: the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”"Act"). The Bonds shall conform not be filed for registration with the US Securities Exchange and Commission or any other securities authority of any state in the USA. The Bonds may not be offered or sold pursuant to law in the USA by any holder, other than in accordance with an exemption from the registration requirements in the USA, or as part of a transaction which is not subject to the registration requirements, pursuant to the Act and pursuant to all respects of the binding securities laws in the relevant state in the USA. Increase in the Series - the Company is entitled to issue, at any time and from time to time, without requiring the consent of the Bondholders or the Trustee, including to a subsidiary of the Company, in accordance with the provisions of any law, additional bonds whose terms shall be identical to the terms of the Series B Bonds, at any price and in any manner as the Company shall deem fit. Subject thereto, this Deed shall apply also with regard to any such additional bonds which shall be issued by the Company, and they shall be deemed, on the date of issue thereof, to be the same as the Company's Series B Bonds which were issued first. Notwithstanding that stated anywhere in the Trust Deed, an additional issue of Series B Bonds, beyond the scope that was rated by a Rating Company in relation to this series (as at the date of this Deed, the amount equates to NIS 630 million), shall be implemented subject to an additional rating by a Rating Company and subject to the fact that the additional issue of bonds from the same series, as stated, shall not have an adverse effect on the rating of the Bonds which were first issued pursuant to this Deed, as that rating shall be at said time. The Company shall receive approval from the Stock Exchange for such increase, and shall publish an immediate report of any increase in the Bond Series. Issue of Additional Securities - the Company reserves the right to issue, at any time, without requiring the consent of the Trustee and/or the consent of the Bondholders, other bonds or other series of bonds or other securities, of any kind or nature, upon such terms as the Company shall deem fit, whether they have priority over the terms of the Bonds, or whether they are equal or inferior thereto. Listing of the Bonds for Trading in the TACT- Institutional System - subject to the general directives of the Stock Exchange, the Company shall register the Bonds in the name of Discount Bank Nominees Ltd., and it shall register, as soon as practicable and insofar as is within its control, the Bonds with the Stock Exchange Clearing House, which shall provide clearing services for the Bonds and also with the system of trading that is operated by the Stock Exchange for institutional investors (hereinafter: the "TACT- Institutional"). Should the Bonds be listed for trading on the TACT- Institutional, the following provisions shall apply: a. Each payment made by the Company to the Stock Exchange Clearing House and/or to the registration company for the payment of the Principal and/or the interest and/or additional payments shall be deemed to be payment to the holders. b. Each Bondholder may exercise his rights as the holder of a Bond, subject to receipt by the Company and/or the Trustee, as the case may be, from the Registration Company of approval specifying the name of the Bondholder and the total amount in respect of the Principal of the Bonds which are being held by the registration company for said Bondholder. c. The Bondholders shall cooperate with the Company, insofar as required, for the purpose of implementation of the above, including, without derogating from the generality of the foregoing, the return of the original Bond Certificates which were issued in their names, if any, to the Company, for the purpose of the issuance of the Bond Certificates in the name of the nominee company. d. The Company shall inform the Trustee of the listing of the Bonds for trading on the TACT Institutional and shall operate in accordance with all of the instructions and directives of the Stock Exchange which are relevant in connection with the TACT Institutional, including the ex-date, the cum date and the methods of calculation of the annual interest. The provisions of the Trust Deed and the provisions of the terms of the Bonds shall be modified, insofar as required in accordance with the instructions and directives of the Stock Exchange, to such draft as shall be agreed with the Trustee, without the need for receipt of any approval by the Company from the Bondholders and/or from the Trustee. e. For the avoidance of doubt, it is hereby clarified that subject to the provisions of the law and the rules of the Stock Exchange, any entity which is not an institutional investor as set forth in the Resolution First Schedule to the Law, shall not be entitled to trade in the Bonds within the TACT Institutional system as specified above. f. Listing for trading on the TACT Institutional system is not listing for trading on the Stock Exchange as construed below. Listing of the Bonds for Trading on the Stock Exchange - the Company shall use its best endeavors and in this Purchase Contractshall take all the measures reasonably required, including in Appendix A heretosubject to the provisions of any law and the rules of the Stock Exchange, which is incorporated herein for the listing of the Bonds for trading on the Stock Exchange by referenceAugust 30, 2006 (hereinafter: the "Effective Date for Listing"). The In the event that the Bonds were not listed for trading on the Stock Exchange by said Effective Date for Listing, the Company shall be issued entitled in its sole discretion to act to procure the form of current interest Bondslisting thereof for trading on the Stock Exchange also after the Effective Date for Listing, as described herein. The Bonds shall be dated as of up until the date of delivery, and shall mature on August 1 in each payment of the yearsentire Principal of said Bonds. In any event of the listing of the Bonds for trading on the Stock Exchange as stated above, in the principal amounts, provisions of the Trust Deed and pay interest at the rates, shown in Appendix A. Interest on provisions of the terms of the Bonds shall be payable on February 1 modified, insofar as required in accordance with the instructions and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement directives of the District with respect Stock Exchange and/or the Securities Authority, to the Bonds, dated , 2015 (together such draft as shall be agreed with the appendices theretoTrustee, without the need for receipt of any documents incorporated therein approval by referencethe Company from the Bondholders and/or from the Trustee, and any supplements or amendments thereto, provided that the “Preliminary Official Statement”). To Trustee is satisfied that the extent modification required by the terms Stock Exchange and/or the Securities Authority does not have an adverse effect on the rights of the bonds set forth in this agreement may conflict with Bondholders. Upon the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity listing of the Bonds will for trading on the Stock Exchange, the Bonds shall cease to be prepared and delivered traded on the TACT Institutional. Until such time as described the Bonds are listed for trading on the Stock Exchange, the following provisions shall apply: a. The Company shall pay a supplement of 0.3% to the rate of annual interest paid in Section 8 hereofrespect of the unpaid principal balance of the Bonds (hereinafter: the "Interest Supplement"), registered up until the date of publication of the prospectus for the listing of the Bonds for trading on the Stock Exchange (hereinafter, in this section only: the name of Cede & Co."Prospectus Publication Date"), inclusively. It shall be clarified that should the Bonds be listed for trading on the Stock Exchange during an interest period, as nominee defined in section 4 of The Depository Trust Company, New York, NY the Terms Listed Overleaf of the Bond Certificate (“DTC”hereinafter: the "Interest Period"), and will be made available the Company shall pay to each Bondholder at the Underwriter for inspection at such place as may be mutually agreed to by end of the Underwriter and last trading day on the District, not less than TACT Institutional (one business trading day prior to the Closing cessation of the trading of the Bonds on the TACT Institutional) (hereinafter, in this section only: the "Effective Date"), a one-off payment in the amount of the Interest Supplement in respect of the unpaid principal balance of the Bonds for the period commencing on the date of allocation of the Bonds and ending on the Prospectus Publication Date, when the Interest Supplement shall be calculated according to 365 days per year and shall be paid in accordance with the number of days from the commencement of said Interest Period to the Prospectus Publication Date, inclusively. The Company shall give notice to the Stock Exchange at least four trading days prior to the Effective Date, with regard to the Effective Date. In addition, the Company shall publish an immediate report with regard to the date of payment of said Interest Supplement. b. The Company may not make a distribution, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers section 1 of the Companies Law, 5759 - 1999 (hereinafter: the "Companies Law") which does not comply with the provisions of section 302(a) of the Companies Law, unless the approval was obtained of the General Meeting of the Bondholders for such a distribution, with a majority of 100% of the Bondholders voting at said meeting. c. Subject to that stated in sub-section 7.2 of the Trust Deed, the Trustee may declare the unpaid balance of the Bonds to be immediately due and payable, in whole or in part, and the District Trustee shall cause such CUSIP identification numbers be obligated to do so should it be printed so required by a special resolution passed at the General Meeting of the Bondholders, all upon the occurrence of one or more of the events set forth below: (i) Should the rating of the Bonds drop to below the investment rating of Baa2 (which is the equivalent of the investment rating of BBB of Maalot - The Israeli Securities Rating Company Ltd.); (ii) Should the holdings of Europe Israel MMS Ltd., the Company's parent company, in the Company drop to below 25% of the Company's issued capital. It is hereby clarified and stressed that immediately upon the listing of the Bonds for trading on the BondsStock Exchange, but neither all of the failure to print such number on Company's undertakings as set forth in sections (a) - (c) above shall be cancelled, and they shall have no validity, and none of the Bondholders shall have any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds contention and/or demand and/or claim in accordance with the terms of this Purchase Contractconnection therewith.

Appears in 1 contract

Sources: Trust Deed (Elbit Medical Imaging LTD)

The Bonds. The Current Interest Bonds shall be dated their date of delivery, shall bear interest at the rates and shall mature on 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest at the rates and shall mature on 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 XIIIA of the Government Code Constitution of the State of CaliforniaCalifornia and Title 1, Division 1, Part 10, Chapters 1 and a paying agent agreement by and between 1.5 of the District and , as paying agent California Education Code (the “Paying Agent AgreementEducation Code)) and pursuant to, and authorized by a resolution shall otherwise be as described in, resolutions of the Board of Trustees of the District, adopted on June 23, 2015 District (the “Board of Trustees”) adopted on , 2009 (the “District Resolution”), and of the Board of Supervisors of the County (the “Board of Supervisors”) adopted , 2009 (the “County Resolution” and, collectively with the District Resolution, the “Resolutions”), which provide for the terms of the Bonds and designate Zions First National Bank as initial paying agent therefor (the “Paying Agent”), and this Bond Purchase Agreement. The Bonds shall conform in all respects were authorized under and pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein a bond authorization approved by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as more than fifty-five percent (55%) of the date of delivery, and shall mature on August 1 in each voters of the yearsDistrict voting at an election held on November 4, in 2008 (the principal amounts“Election”) approving an amount not to exceed $24,935,000 of general obligation bonds of the District to be used to finance specific construction, repair and pay interest at improvement projects (collectively, the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be “Project”) as further described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”defined below). To Capitalized terms used herein and not defined herein shall have the extent the terms of the bonds meanings set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall controlCounty Resolution. The Bonds shall be subject to optional executed and mandatory sinking fund redemption on delivered under and in accordance with the terms provisions of this Bond Purchase Agreement and at the times shown in Appendix A. Resolutions. The Bonds shall be in full book-entry definitive form. One , shall bear CUSIP numbers, shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The the Depository Trust Company, New York, NY New York (“DTC”), . [The payment of principal of and interest and compounded interest (but not any redemption premium) on the Bonds as specified in Exhibit A hereto will be made available to secured by a municipal bond insurance policy (the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers “Insurance Policy”) to be printed on issued simultaneously with the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery issuance of and pay for the Bonds in accordance with by (the terms of this Purchase Contract“Insurer”).]

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on [June 25], 2019 (the “Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement, dated as paying agent of [August] 1, 2019 (the “Paying Agent Agreement”), to be entered into by and authorized by a resolution of between the Board of Trustees of the DistrictDistrict and U.S. Bank National Association, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on [February 1, 2020], and thereafter on February 1 and August 1 of in each year, commencing year until maturity. [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] The Bonds shall be issued in full book-entry formform and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Current Interest Bonds shall be dated their date of delivery and shall mature on September 1 in the years shown on Exhibit A hereto and be subject to redemption all as shown on Exhibit A hereto. The Capital Appreciation Bonds shall be dated their date of delivery and shall mature on September 1 in the years shown on Exhibit A hereto and be subject to redemption all as shown on Exhibit A hereto. The Convertible Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest to their Conversion Dates at the rates, shall bear interest from and after their Conversion Dates at the rates, shall convert to current interest bonds on the Conversion Dates and shall mature on September 1 in the years and be subject to redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of the Resolution of the Board of Education of the District (the “Board of Education”) adopted on May 28, 2015 (the “District Resolution”), the Resolution of the Board of Supervisors of the County (the “Board of Supervisors”) adopted on June 16, 2015 (the “County Resolution” and, together with the District Resolution, the “Resolutions”),which provide for the terms of the Bonds and designate Zions First National Bank as initial paying agent therefor (the “Paying Agent”), this Purchase Agreement and Article 4.5 of Chapter 3 3, of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionAct”). The Bonds shall conform in all respects were authorized under and pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein a bond authorization approved by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as more than 55% of the date of delivery, and shall mature on August 1 in each voters of the yearsDistrict voting at an election held on November 4, in 2014 (the principal amounts, and pay interest at “Election”) approving an amount not more than $98,000,000 of general obligation bonds of the rates, shown in Appendix A. Interest on the Bonds shall District to be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be used to finance specific school facilities as further described in the Preliminary Official Statement (defined below). Capitalized terms used herein and not defined herein shall have the meanings set forth in the County Resolution. In order to assist the Underwriter with compliance with Rule 15c2-12 of the Securities and Exchange Commission under the Exchange Act (the “Rule”), the District with respect to will enter into the BondsContinuing Disclosure Certificate, dated , 2015 the Closing Date (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official StatementContinuing Disclosure Certificate”). To [The payment of principal and accreted value of and interest on the extent Bonds will be secured by a municipal bond insurance policy (the terms “Policy”) to be issued simultaneously with the issuance of the bonds set forth Bonds by (the “Insurer”).] The Bonds shall be executed and delivered under and in this agreement may conflict accordance with the Preliminary Official Statement, provisions of this Purchase Agreement and the Preliminary Official Statement shall controlResolutions. The Bonds shall be subject to optional in definitive form, shall bear CUSIP numbers, and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The the Depository Trust Company, New York, NY New York (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. (a) The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code of the State of Californiaand other applicable law, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution in accordance with Resolution No. 19/20-38 of the Board of Trustees of the District, adopted on June 23April 7, 2015 2020 (the “Resolution”), and pursuant to the terms of that certain Paying Agent Agreement, dated as of May 1, 2020 (the “Paying Agent Agreement”), to be entered into by and between the District and U.S. Bank National Association, as paying agent (the “Paying Agent”) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. to this Purchase Agreement. (b) The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2020, and thereafter on February 1 and August 1 of in each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 year until maturity. (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. c) The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A. (d) The Bonds shall be issued in full book-entry form. form and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated April 9, 2020 (the “Preliminary Official Statement”). (e) One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractAgreement.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Authorized Amount and Form of Bonds. Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement secured by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds Indenture shall be issued in fully registered form without coupons and in substantially the form set forth herein with such appropriate variations, omissions, and insertions as are permitted or required by this Indenture, and in accordance with the further provisions of this Article 2. The maximum aggregate principal amount of Bonds that shall be issued hereunder shall be $11,500,000.00, unless duplicate Bonds are issued as provided in Section 2.7 hereof or 2.12 hereof. The Bonds, together with the Certificate of Authentication, the form of current interest Assignment, and the registration information thereon, shall be in substantially the forms found at Exhibit B hereto. Issuance of Bonds, as described herein. The Bonds shall shall: (1) be dated as of the date Dated Date; (2) be initially issued and delivered as fully registered bonds without coupons, in the minimum denominations of delivery$100,000 or any amount (including cents) in excess of $100,000; except that a Bond may be exchanged after redemption or purchase for a Bond in the Authorized Denomination of less than $100,000 to the extent necessary to represent the unredeemed portion of such Bond; (3) be designated Series 2017 Bonds; (4) except for the Initial Bond which shall be numbered , the Bonds shall be numbered from A-1 upwards in chronological order of delivery for each respective series of Bonds with such number being preceded by such designation as the Trustee shall determine; (5) mature on the Maturity Date, and shall mature on August 1 in each be subject to the put option pursuant to Section 3.5 of this Indenture; (6) shall bear interest from the years, Bond Closing Date at the rates provided for in the principal amounts, Bonds; provided that the interest rate on the Bonds will be increased to a per annum rate equal to the Default Rate both prospectively and pay interest at retroactively to the rates, shown in Appendix A. Interest date on which a Determination of Taxability on the Bonds shall be applicable, and the Borrower shall pay to the Holders promptly upon demand any interest due retroactively; (7) be payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the Operations Office of the Trustee or Paying Agent, except that interest on February 1 and August 1 the Bonds will be payable either by instruction to the depositary or by check mailed on the Payment Date by the Trustee to the Holders of each year, commencing [February 1, 2016]. The such Bonds shall otherwise be on the applicable Record Date (the “Record Date Holders” as described defined in the Preliminary Official Statement form of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds Bond set forth in this agreement may conflict with Exhibit B hereto) at the Preliminary Official Statement, last addresses thereof as shown in the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption Bond Register on the terms and at applicable Record Date; and, if the times shown Bonds are not in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity , the principal of and any premium on any Bonds shall be payable at the Operations Office of the Trustee without presentation and surrender of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay except for the Bonds in accordance with the terms of this Purchase Contract.final principal payment; and

Appears in 1 contract

Sources: Trust Indenture

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on February 23, 2021 (the “Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement dated as of April 1, as paying agent 2021 (the “Paying Agent Agreement”), to be entered into by and authorized by a resolution of between the Board of Trustees of the DistrictDistrict and U.S. Bank National Association, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2021, and thereafter on February 1 and August 1 of in each year, commencing year until maturity. [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times dates shown in Appendix A. A.] The Bonds shall otherwise be as described in full book-entry formthe preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Current Interest Bonds shall be dated as of the their date of delivery, delivery and shall mature on August 1 in each of the yearsyears shown on Exhibit A hereto and be subject to optional[, in the principal amounts, extraordinary] and pay interest at the rates, mandatory redemption all as shown in Appendix A. Interest on the Exhibit A hereto. The Capital Appreciation Bonds shall be payable dated their date of delivery and shall mature on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, years shown on Exhibit A hereto and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption all as shown on Exhibit A hereto. The Convertible Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest to their Conversion Dates at the rates, shall bear interest from and after their Conversion Dates at the rates, shall convert to current interest bonds on the terms Conversion Dates and shall mature on August 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of the Resolution of the District adopted on , 2011 (the “District Resolution”) and the Resolution of the Board of Supervisors of the County adopted , 2011 (the “County Resolution” and, collectively with the District Resolution, the “Resolutions”) and California Government Code Section 53506 et seq., including Section 53508.7 thereof, and California Education Code Section 15140 (the “Act”). The Bonds were authorized under and pursuant to a bond authorization approved by more than fifty-five percent (55%) of the voters of the District voting at an election held on November 2, 2010 (the times shown “Election”) approving an amount not more than $169,300,000 of general obligation bonds of the District. The Bonds are being issued to finance the repair, renovation, construction, acquisition and improvement of school facilities. The Bonds shall be executed and delivered under and in Appendix A. accordance with the provisions of this Purchase Agreement and the Resolutions. The Bonds shall be in full book-entry form. One , shall bear CUSIP numbers, shall be in fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), New York; the Bonds shall initially be in authorized denominations of $5,000 principal or maturity value each or any integral multiple thereof. [The payment of principal of and interest on the Bonds will be made available to secured by a municipal bond insurance policy (the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers “Policy”) to be printed on issued simultaneously with the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery issuance of and pay for the Bonds in accordance with the terms of this Purchase Contract.by

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. (a) The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code of the State of Californiaand other applicable law, and a paying agent agreement by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution in accordance with Resolution No. [ ] of the Board of Trustees of the District, adopted on June 23[April 7], 2015 2020 (the “Resolution”), and pursuant to the terms of that certain Paying Agent Agreement, dated as of [May] 1, 2020 (the “Paying Agent Agreement”), to be entered into by and between the District and U.S. Bank National Association, as paying agent (the “Paying Agent”) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution Resolution, the Paying Agent Agreement, and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. to this Purchase Agreement. (b) The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on August 1, 2020, and thereafter on February 1 and August 1 of in each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 year until maturity. (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. c) The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] (d) The Bonds shall be issued in full book-entry form. form and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). (e) One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter Underwriters for inspection at such place as may be mutually agreed to by the Underwriter Underwriters and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter Underwriters shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter Underwriters to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractAgreement.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. (a) The Bonds are authorized to be issued hereunder as revenue bonds of the Issuer in accordance with the Bond Resolution. The Series A-1 Bonds shall initially be designated “City of San ▇▇▇▇ Multifamily Housing Revenue Bonds (▇▇▇▇▇▇ Oaks Apartments), Series 2011A-1,” and the Series A-2 Bonds shall initially be designated “City of San ▇▇▇▇ Multifamily Housing Revenue Bonds (▇▇▇▇▇▇ Oaks Apartments), Series 2011A-2.” The Bonds shall be issued pursuant fully registered as to Article 4.5 principal and interest, without coupons, and shall be numbered by series, if any, in the manner and with any additional designation as the Trustee, as Bond Registrar, deems necessary for the purpose of Chapter 3 of Part 1 of Division 2 of Title 5 identification. All of the Government Code of Bonds are equally and ratably secured. Bonds issued on the State of California, and a paying agent agreement Delivery Date shall be dated such date; Bonds issued after the Delivery Date shall be dated the date they are authenticated by and between the District and , as paying agent (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “Resolution”). The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceTrustee. The Bonds shall be issued due and payable in full on the form of current interest Bonds, as described herein. The Maturity Date. (b) Interest on the Bonds shall be dated as computed on the basis of the date a 360-day year consisting of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. twelve 30-day months. Interest on the Bonds shall be payable on February 1 each Interest Payment Date, in each case from the Interest Payment Date next preceding the date of authentication thereof to which interest has been paid or duly provided for, unless the date of authentication is an Interest Payment Date to which interest has been paid or duly provided for, in which case from the date of authentication of the Bond, or unless no interest has been paid or duly provided for on the Bonds, in which case from the Delivery Date, until payment of the principal of the Bond has been made or duly provided for. Notwithstanding the foregoing, if a Bond is authenticated after a Record Date and August 1 before the following Interest Payment Date, such Bond shall bear interest from such Interest Payment Date; provided, however, that if there shall be a default in the payment of each yearinterest due on such Interest Payment Date, commencing [February 1then the Bonds shall bear interest from the next preceding Interest Payment Date to which interest has been paid or duly provided for, 2016]. or, if no interest has been paid or duly provided for on the Bonds, from the Delivery Date. (c) The Bonds shall otherwise be issued in Authorized Denominations and shall bear interest payable on each Interest Payment Date at the rate(s) per annum and shall mature, subject to redemption prior to maturity as described provided in Article III hereof, on the date(s) set forth in the Preliminary Official Statement of schedule below: Series A-1 Bonds [INSERT MATURITY SCHEDULE] Series A-2 Bonds [INSERT MATURITY SCHEDULE] (d) The Person in whose name any Bond is registered on the District Record Date with respect to an Interest Payment Date shall be entitled to receive the Bondsinterest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date; provided, dated however, 2015 (together with the appendices thereto, any documents incorporated therein by reference, that if and any supplements or amendments thereto, the “Preliminary Official Statement”). To to the extent the terms Issuer shall default in the payment of the bonds interest due on any Interest Payment Date, such defaulted interest shall be paid as provided in the next paragraph. (e) Any interest on any Bond that is due and payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the person in whose name such ▇▇▇▇ is registered on the relevant Record Date and shall be paid in the manner set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall controlparagraph. The Trustee may elect to make payment of any Defaulted Interest to the Persons in whose names the Bonds (or their respective predecessor Bonds) are registered at the close of business on a special record date for the payment of such Defaulted Interest (a “Special Record Date”), which shall be fixed in the following manner. The Trustee shall determine the amount of Defaulted Interest proposed to be paid on each Bond and the date of the proposed payment (a “Special Interest Payment Date”), shall fix a Special Record Date for the payment of such Defaulted Interest (which shall be not more than 15 nor less than 10 days prior to the Special Interest Payment Date) and shall cause notice of the Special Record Date and the proposed payment of such Defaulted Interest on the Special Interest Payment Date therefor to be mailed, first class, postage prepaid, to each Bondholder at such Bondholder’s address as it appears in the Bond Register not less than 10 days prior to such Special Record Date; notice of the proposed payment of such Defaulted Interest on the Special Interest Payment Date and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Bonds (or their respective predecessor Bonds) are registered on such Special Record Date. (f) Payment of principal of, premium, if any, and interest on the Bonds shall be subject to optional and mandatory sinking fund redemption paid by check mailed on the terms and Interest Payment Date to the registered Owner thereof at such registered Owner’s address as it appears on the times shown Bond Register on the Record Date. Upon written request of a registered Owner of at least $1,000,000 in Appendix A. The principal amount of Bonds shall be in full book-entry form. One fully registered certificate for each maturity Outstanding received by the Trustee at least five (5) Business Days prior to a Record Date, all payments of the Bonds will be prepared and delivered as described in Section 8 hereofprincipal, registered in the name of Cede & Co.premium, as nominee of The Depository Trust Company, New York, NY (“DTC”)if any, and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed interest on the Bonds, but neither the failure to print such number on less any Bond nor any error with respect thereto shall constitute cause for a failure or refusal reasonable wire transfer fees imposed by the Underwriter Trustee, shall be paid by wire transfer in immediately available funds to accept delivery an account within the United States of America designated by such registered Owner. (g) On or before the date fixed for redemption, money shall be deposited with the Trustee to pay, and pay for the Trustee is hereby authorized and directed to apply such money to the payment of, the Bonds or portions thereof called for redemption, together with accrued interest thereon to the redemption date. CUSIP number identification with appropriate dollar amounts for each CUSIP number must accompany all payments of principal, redemption price, premium, if any, and interest, whether by check or by wire transfer. (h) No Bonds may be issued under the provisions of this Indenture except in accordance with the terms this Article. The total principal amount of this Purchase ContractBonds that may be issued hereunder, or in substitution for other Bonds pursuant to Section 2.07 hereof, is expressly limited to $[PAR AMOUNT].

Appears in 1 contract

Sources: Trust Indenture

The Bonds. The United States Government Guaranteed Ship Financing Bonds, Q4000 Series, due February 1, 2027, referred to above (collectively, the “Bonds”) in the aggregate principal amount set forth opposite your name in Schedule I hereto are proposed to be issued and sold by the Shipowner upon fulfillment of the terms and conditions set forth herein. The Bonds shall will be issued pursuant and sold to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 aid in the refinancing of the Government Code construction of the State of Californiavessel Q4000, and a paying agent agreement by and between the District and , as paying agent Official Number 1122763 (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionVessel”). The Bonds shall conform will be in all respects to fully registered form only and will bear interest (calculated on the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form basis of current interest Bonds, as described herein. The Bonds shall be dated as a 360-day year comprised of twelve 30-day months) from the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest issuance at the ratesrate per annum set forth above, shown payable semiannually in Appendix A. Interest on the Bonds shall be payable arrears, on February 1 and August 1 of each yearyear until maturity, commencing [February 1, 2016]2006. The Bonds shall otherwise will be issued pursuant to that certain Trust Indenture, dated as described in the Preliminary Official Statement of August 16, 2000, as amended by Supplement No. 1 thereto, dated as of January 25, 2002, Supplement No. 2 thereto, dated as of November 15, 2002, Supplement No. 3 thereto, dated as of December 14, 2004, and Supplement No. 4 to Trust Indenture, dated as of the District with respect to the Bonds, dated , 2015 Closing Date (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments theretoas so amended, the “Preliminary Official StatementIndenture”) between the Shipowner and Wilmington Trust Company, a Delaware banking corporation, as Trustee (the “Indenture Trustee”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity Proceeds of the Bonds will be prepared used to repay the Shipowner’s outstanding indebtedness under a floating rate note, and delivered repay certain items of cost, all relating to the financing of the Vessel. Payment of the principal of and interest on the Bonds will be fully and unconditionally guaranteed by the United States of America pursuant to the guarantee imprinted by the Indenture Trustee pursuant to that certain Authorization Agreement, dated as described in Section 8 hereofof August 16, registered in the name of Cede & Co.2000, as nominee amended by Amendment No. 1 thereto, dated as of The Depository Trust CompanyJanuary 25, New York2002, NY Amendment No. 2 thereto, dated as of November 15, 2002, and Amendment No. 3 thereto, dated as of the Closing Date (as so amended, the DTCAuthorization Agreement”), on each of the Bonds (the “Guarantee”) under Title X▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇, as amended and in effect on the Closing Date (the “Act”). Since the Bonds are guaranteed with the full faith and credit of the United States of America, it is understood that you will not independently review the financial condition of the Shipowner and will rely completely on the Secretary’s determination regarding the financial resources and maritime ability of the Shipowner. The Bonds will be made available offered by a term sheet, dated September 27, 2005, and a Final Offering Circular, dated September 27, 2005 (the “Offering Circular”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in Schedule A to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractIndenture.

Appears in 1 contract

Sources: Bond Purchase Agreement (Cal Dive International Inc)

The Bonds. The Bonds shall be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Act”) and other applicable law, in accordance with Resolution No. [ ] of the State Board of CaliforniaEducation of the District, adopted on April 28, 2020 (the “District Resolution”), and a paying agent agreement by and between pursuant to the District and terms of that certain Paying Agent Agreement, dated as paying agent of July 1, 2020 (the “Paying Agent Agreement”), to be entered into between the District and authorized by a resolution the Treasurer and Tax Collector the City and County of the Board of Trustees of the DistrictSan Francisco, adopted on June 23, 2015 as paying agent (the “ResolutionPaying Agent)) with respect to the Bonds. The Bonds shall conform in all respects to the terms and provisions set forth in the Resolution District Resolution, the Paying Agent Agreement, and in Appendix A to this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 June 15 in each of the years, in the principal amounts, and pay interest at the rates, rates shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year[December 15, commencing [February 1, 20162020]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”)thereafter on June 15 and December 15 in each year until maturity. To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. [The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. A.] The Bonds shall be issued in full book-entry formform and otherwise be as described in the preliminary Official Statement of the District with respect thereto, dated [POS Date] (the “Preliminary Official Statement”). One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase Contract.

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Bonds shall be described in, and shall be issued and secured pursuant to to, the provisions of the Constitution and the laws of the State of California including the provisions of the ▇▇▇▇▇-▇▇▇▇ Local Bond Pooling Act of 1985, constituting Article 4.5 4 of Chapter 3 of Part 1 5 (commencing with Section 6584) of Division 2 7 of Title 5 1 of the Government Code of the State of CaliforniaCalifornia (the “Bond Law”), and the Indenture, authorizing the issuance of the Bonds. The Bonds are being issued for the purpose of funding a paying agent agreement reserve fund for the Bonds, to acquire from the District the District Bonds (as defined in the Indenture) being issued by the District pursuant to the Fiscal Agent Agreement, dated as of [Closing Month] 1, 2014 (the “Fiscal Agent Agreement”), by and between the District and Union Bank, N.A., as paying fiscal agent (the “Paying Agent AgreementFiscal Agent”), and authorized by a resolution to pay the costs of issuance of the Board of Trustees of Bonds and the District, adopted on June 23, 2015 (the “Resolution”)District Bonds. The Bonds shall conform are secured by the Revenues (as defined in all respects the Indenture), consisting primarily of amounts received by the Authority from the District pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by referenceDistrict Bonds. The Bonds shall be issued payable and shall be subject to redemption as provided in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, Indenture and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described in the Preliminary Official Statement of the District with respect to the BondsAuthority, dated [POS Date], 2015 2014 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”), and the Official Statement of the Authority dated of even date herewith. To Such Official Statement, including the extent cover page and the appendices thereto, relating to the Bonds, as amended to conform to the terms of the bonds set forth in this agreement may conflict Purchase Contract and with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional such changes and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered amendments thereto as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTC”), and will be made available to the Underwriter for inspection at such place as may be have been mutually agreed to by the Underwriter Authority, the District and the DistrictUnderwriter, not less than one business day prior is hereinafter referred to as the “Official Statement.” This Purchase Contract and the Indenture are referred to herein as the “Authority Documents.” This Purchase Contract, the Fiscal Agent Agreement and the Continuing Disclosure Agreement, dated as of [Closing DateMonth] 1, 2014 (the “Continuing Disclosure Agreement”), by and between the District and Union Bank, N.A., as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and dissemination agent, are referred to herein as the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractDocuments.

Appears in 1 contract

Sources: Purchase Contract

The Bonds. (a) The Current Interest Bonds shall be dated their date of delivery, shall bear interest at the rates and shall mature on August 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest at the rates and shall mature on August 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Convertible Capital Appreciation Bonds shall be dated their date of delivery, shall accrete interest to their Conversion Dates at the rates, shall bear interest from and after their Conversion Dates at the rates, shall convert to current interest bonds on the Conversion Dates and shall mature on August 1 in the years and be subject to optional and mandatory redemption all as shown on Exhibit A hereto. The Bonds shall be issued and secured pursuant to the provisions of Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 XIIIA of the Government Code California Constitution and Section 53506 et seq. of the State of CaliforniaCalifornia Government Code, including Section 53508.7 thereof, and a paying agent agreement by and between Section 15140 of the District and , as paying agent California Education Code (the “Paying Agent AgreementEducation Code”) (collectively, the “Act”), and authorized by a resolution pursuant to, and shall otherwise be as described in, resolutions of the Board of Trustees of the District, adopted on June 23, 2015 District (the “Board of Trustees”) adopted on November 8, 2012 (the “District Resolution”), and of the Board of Supervisors of the County (the “Board of Supervisors”) adopted January , 2013 (the “County Resolution” and, collectively with the District Resolution, the “Resolutions”), which provide for the terms of the Bonds and designate U.S. Bank National Association as initial paying agent therefor (the “Paying Agent”), and this Bond Purchase Agreement. The Bonds shall conform in all respects were authorized under and pursuant to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein a bond authorization approved by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as more than 55% of the date of delivery, and shall mature on August 1 in each voters of the yearsDistrict voting at an election held on November 4, in 2008 (the principal amounts“Election”) approving an amount not to exceed $130,000,000 of general obligation bonds of the District to be used to finance specific construction, repair and pay interest at improvement projects (collectively, the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be “Project”) as further described in the Preliminary Official Statement of the District with respect to the Bonds, dated , 2015 (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”defined below). To Capitalized terms used herein and not defined herein shall have the extent the terms of the bonds meanings set forth in this agreement may conflict the County Resolution. (b) The Bonds will be substantially in the form described in the County Resolution and shall be executed and delivered under and in accordance with the Preliminary Official Statement, provisions of this Bond Purchase Agreement and the Preliminary Official Statement shall controlResolutions. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds definitive form, shall bear CUSIP numbers, shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereofform, registered in the name of Cede & Co., as nominee of The the Depository Trust Company, New York, NY New York (“DTC”), . (c) [The payment of principal of and interest and compounded interest (but not any redemption premium) on the Bonds will be made available to secured by a municipal bond insurance policy (the Underwriter for inspection at such place as may be mutually agreed to by the Underwriter and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers “Insurance Policy”) to be printed on issued simultaneously with the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery issuance of and pay for the Bonds in accordance with by Assured Guaranty Municipal Corp. (the terms of this Purchase Contract“Insurer”).]

Appears in 1 contract

Sources: Bond Purchase Agreement

The Bonds. The Bonds shall United States Government Guaranteed Ship Financing Obligations, 7500 Series, due December 1, 2015, referred to above (collectively the “Bonds”) in the aggregate principal amount set forth opposite your name in Schedule I hereto are proposed to be issued pursuant to Article 4.5 of Chapter 3 of Part 1 of Division 2 of Title 5 and sold by the Shipowner upon fulfillment of the Government Code terms and conditions set forth herein. Such Bonds will be issued and sold to aid in financing the construction of the State of California, and a paying agent agreement by and between the District and , one semi-submersible drilling unit now known as paying agent ENSCO 7500 (the “Paying Agent Agreement”), and authorized by a resolution of the Board of Trustees of the District, adopted on June 23, 2015 (the “ResolutionVessel”). The Vessel will be owned by the Shipowner. Such Bonds will be in book-entry form only and will bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the date of issuance at 6.36 % per annum. Interest is payable semi-annually, on June 1 and December 1 of each year until maturity, commencing June 1, 2001. The Bonds will be issued under a Trust Indenture (the “Indenture”), dated as of December 15, 1999, between the Shipowner and Bankers Trust Company, a New York banking corporation, as trustee (the “Indenture Trustee”), as supplemented by Supplement No. 1 to Trust Indenture. Payment of the principal of and interest on the Bonds will be fully and unconditionally guaranteed by the United States of America pursuant to the guarantee imprinted on the Bonds (the “Guarantee”) under Title XI (“Title XI”) of the Merchant Marine Act, 1936, as amended and in effect on the Closing Date (the “Act”). The aggregate principal amount of the Bonds to be issued and sold by the Shipowner on the Closing Date (as hereinafter defined) shall not exceed the aggregate principal amount of Bonds eligible for the Guarantees, as determined by the Secretary of Transportation, acting by and through the Maritime Administrator (the “Secretary”). The Guarantees will be endorsed on the Bonds by the Indenture Trustee on behalf of the United States of America pursuant to the authorization contained in the Authorization Agreement (as amended through the Closing Date, the “Authorization Agreement”) between the United States of America and the Indenture Trustee. Title XI provides that the full faith and credit of the United States of America is pledged to the payment of the Guarantees; that the Guarantees are conclusive evidence of the eligibility of the Bonds for such Guarantees and that the Secretary must find, prior to entering into a commitment to guarantee the Bonds, that the property or project financed by the Bonds will be, in his opinion, economically sound. Title XI also provides that the Secretary, prior to guaranteeing the Bonds, must approve the Shipowner as being responsible and possessing the ability, experience, financial resources, and other qualifications necessary for the adequate operation and maintenance of the Vessel. Accordingly, it is understood that you will not have the responsibility to examine or review independently the financial condition (including the financial statements) of the Shipowner and may rely completely on the Secretary’s determination regarding such financial matters. In regard to the sufficiency of instruments (other than the Authorization Agreement, the Indenture, the Guarantees and the Bonds), documents (other than those addressed to you or required by you pursuant to the terms of this Agreement) and other formalities of the closing, it is further understood that you may rely on the Secretary’s determination that the same are sufficient for the Secretary to execute the Guarantees. The Bonds, the Indenture, the Guarantees and the Authorization Agreement shall conform in all material respects to the terms and provisions set forth in the Resolution and in this Purchase Contract, including in Appendix A hereto, which is incorporated herein by reference. The Bonds shall be issued in the form of current interest Bonds, as described herein. The Bonds shall be dated as of the date of delivery, and shall mature on August 1 in each of the years, in the principal amounts, and pay interest at the rates, shown in Appendix A. Interest on the Bonds shall be payable on February 1 and August 1 of each year, commencing [February 1, 2016]. The Bonds shall otherwise be as described descriptions thereof contained in the Preliminary Official Statement of the District with respect to the BondsOffering Circular, dated January 15, 2015 2001, as amended by the Final Offering Circular (together with the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement”). To the extent the terms of the bonds set forth in this agreement may conflict with the Preliminary Official Statement, the Preliminary Official Statement shall control. The Bonds shall be subject to optional and mandatory sinking fund redemption on the terms and at the times shown in Appendix A. The Bonds shall be in full book-entry form. One fully registered certificate for each maturity of the Bonds will be prepared and delivered as described in Section 8 hereof, registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, NY (“DTCOffering Circular”), and will be made available to the Underwriter for inspection at with such place changes as may be mutually agreed to approved by the Underwriter you or your special counsel and the District, not less than one business day prior to the Closing Date, as defined in Section 8 hereof. The Underwriter shall order CUSIP identification numbers and the District shall cause such CUSIP identification numbers to be printed on the Bonds, but neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for the Bonds in accordance with the terms of this Purchase ContractSecretary.

Appears in 1 contract

Sources: Bond Purchase Agreement (Ensco International Inc)