The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to the provisions of Articles 9 and 11, Chapter 3, Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53506 (the “Bond Law”), and a Resolution of the Board of Education of the District (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow Agreement”), by and between the District and U.S. Bank National Association, as escrow bank (the “Escrow Bank”), for the bonds of the District to be refunded as described in the Official Statement, defined herein (the “Prior Bonds”), for the benefit of the owners of the Prior Bonds, to refund and defease the Prior Bonds. B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent (the “Paying Agent”), for the account of the District, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for the performance by the Underwriters of their obligations to accept and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure. C. The Bonds shall be executed and delivered under and in accordance with the provisions of this Purchase Agreement, the Bond Law and the Resolution. The Bonds shall be in definitive form, shall bear CUSIP numbers and shall be in fully registered form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).
Appears in 1 contract
Sources: Bond Purchase Agreement
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of 1, and a Resolution of the Board of Education of the District 2015 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationMUFG Union Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”). The Bonds are being issued for the purpose of making a loan (the “Loan”) to the Borrower in connection with its refinancing of the San ▇▇▇▇ Mobile Estates located in the City of San Juan Capistrano, California (the “Project”), pursuant to a Loan Agreement, dated as of Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the bonds Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of 1, 2015, among the District to be refunded as described in Issuer, Wolf & Company, Inc. and the Official Statement, defined herein Borrower (the “Prior BondsOversight Agreement”). The Indenture, for the benefit of Loan Agreement, the owners of Regulatory Agreement, the Prior Bonds, to refund Oversight Agreement and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer Contract are referred to U.S. Bank National Association collectively herein as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent (the “Paying Agent”), for the account of the District, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for the performance by the Underwriters of their obligations to accept and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failureBasic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated , 2015 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of 1, and a Resolution of the Board of Education of the District 2016 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationMUFG Union Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”). The Bonds are being issued for the purpose of making a loan (the “Loan”) to the Borrower in connection with its refinancing of the Santa ▇▇▇▇ Leisure Mobile Home Park located in the City of Santa Rosa, California (the “Project”), for pursuant to a Loan Agreement, dated as of 1, 2016, by and among the bonds Issuer, the Borrower and the Trustee (the “Loan Agreement”). Proceeds of the District Loan will be used to be refunded refund certain existing revenue bonds previously issued by the Issuer, to make certain deposits specified in the Indenture, and to pay a portion of the costs of issuance of the Bonds as described in the Official StatementStatements (defined below). The Project is to be operated pursuant to a Regulatory Agreement and Declaration of Restrictive Covenants among the Issuer, defined herein the Trustee and the Borrower, dated as of 1, 2016 (the “Prior BondsRegulatory Agreement”). As set forth in the Indenture, the Bonds are secured by a pledge of Pledged Revenues (as defined in the Indenture). Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the benefit Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of 1, 2016, among the owners of Issuer, Wolf & Company, Inc. and the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent Borrower (the “Paying AgentOversight Agreement”), for the account of the District. The Indenture, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for Loan Agreement, the performance by Regulatory Agreement, the Underwriters of their obligations to accept Oversight Agreement and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by Contract are referred to collectively herein as the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure“Basic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated , 2016 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be are being issued and secured pursuant to the provisions Articles 10 and 11 (commencing with Section 53570) of Articles 9 and 11, Chapter 3, 3 of Part 1 of Division 2 of Title 5 of the California Government Code, commencing with Section 53506 Code (the “Bond Refunding Law”) and the Trust Agreement, dated as of 1, 2021 (the “Trust Agreement”), between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (together with any successor as trustee under the Trust Agreement, the “Trustee”). The Bonds shall be obligations of the City payable from any lawfully available funds, shall not be limited as to payment to any special source of funds of the City and the payment thereof shall not be subject to appropriation. The Bonds do not constitute an obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The Bonds otherwise shall be as described in the Preliminary Official Statement and the Official Statement, the Refunding Law and the Legal Documents (as defined herein). The Underwriter’s agreement to purchase the Bonds from the City is made in reliance upon the City’s representations, covenants and warranties and on the terms and conditions set forth in this Purchase Agreement. The City is obligated by the Public Employees’ Retirement Law, constituting Part 3 of Division 5 of Title 2 of the California Government Code (the “Retirement Law”), and a Resolution of the contract between the Board of Education Administration of the District California Public Employees’ Retirement System (“PERS”), established under the Retirement Law, and the City Council of the City, effective August 28, 1967 (as amended, the “Board PERS Contract”), to make contributions to PERS to (a) fund pension benefits for its employees who are members of Education”PERS, (b) adopted on [BRD] amortize the unfunded actuarial liability with respect to such pension benefits, and (“Resolution”c) authorizing appropriate funds for the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of purposes described in (a) and (b). The City participates in three retirement plans (with tiers within such plans) under the DistrictPERS Contract. A portion of the The proceeds of the Bonds will be deposited into an escrow fund established used to: (i) refund the City’s obligations to PERS evidenced by the three retirement plans in which the City participates pursuant to an Escrow Agreement, dated as of [Dated Date] the PERS Contract and representing the current unfunded accrued liability (the “Escrow Agreement”), by and between the District and U.S. Bank National Association, as escrow bank (the “Escrow Bank”), for the bonds of the District to be refunded as described in the Official Statement, defined herein (the “Prior Bonds”), for the benefit of the owners of the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent (the “Paying Agent”), for the account of the District, the amount of $ as a good-faith deposit (“Good Faith DepositUnfunded Liability”) for with respect to certain pension benefits under the performance by the Underwriters of their obligations to accept Retirement Law, and (ii) pay for the Bonds at Closing (as defined herein) in accordance certain costs associated with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price issuance and delivery of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure.
C. The Bonds shall be executed and delivered under and in accordance with the provisions of this Purchase Agreement, the Bond Law and the Resolution. The Bonds shall be in definitive form, shall bear CUSIP numbers and shall be in fully registered form, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).
Appears in 1 contract
Sources: Bond Purchase Agreement
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of May 1, and a Resolution of the Board of Education of the District 2014 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationUnion Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”). The Bonds are being issued for the purpose of making a loan (the “Loan”) to the Borrower in connection with its refinancing of the Pillar Ridge Manufactured Home Community located in the County of San Mateo, California (the “Project”), for pursuant to a Loan Agreement, dated as of May 1, 2014, by and among the bonds Issuer, the Borrower and the Trustee (the “Loan Agreement”). Proceeds of the District Loan will be used to be refunded refund certain existing revenue bonds previously issued by the Issuer, to make certain deposits specified in the Indenture, and to pay a portion of the costs of issuance of the Bonds as described in the Official StatementStatements (defined below). The Project is to be operated pursuant to a Regulatory Agreement and Declaration of Restrictive Covenants among the Issuer, defined herein the Trustee and the Borrower, dated as of May 1, 2014 (the “Prior BondsRegulatory Agreement”). As set forth in the Indenture, the Series A Bonds are secured by a pledge of Pledged Revenues (as defined in the Indenture) and are senior to the Series B Bonds. The Series B Bonds are subordinate to the Series A Bonds under the Indenture and are payable from the Series B Bonds Trust Estate (as defined in the Indenture). Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the benefit Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of May 1, 2014, among the owners of Issuer, Wolf & Company, Inc. and the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent Borrower (the “Paying AgentOversight Agreement”), for the account of the District. The Indenture, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for Loan Agreement, the performance by Regulatory Agreement, the Underwriters of their obligations to accept Oversight Agreement and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by Contract are referred to collectively herein as the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure“Basic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated April , 2014 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of 1, and a Resolution of the Board of Education of the District 2015 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationMUFG Union Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”), . The Bonds are being issued for the bonds purpose of making a loan (the “Loan”) to the Borrower in connection with its refinancing of the District Palomar Estates East and Palomar Estates West (together, the “Project”) located in the City of San Marcos, California, pursuant to a Loan Agreement, dated as of 1, 2015, by and among the Issuer, the Borrower and the Trustee (the “Loan Agreement”). Proceeds of the Loan will be refunded used to refund certain existing revenue bonds previously issued by the Issuer, to make certain deposits specified in the Indenture, and to pay a portion of the costs of issuance of the Bonds as described in the Official StatementStatements (defined below). The Project is to be operated pursuant to a Regulatory Agreement and Declaration of Restrictive Covenants among the Issuer, defined herein the Trustee and the Borrower, dated as of 1, 2015 (the “Prior BondsRegulatory Agreement”). As set forth in the Indenture, the Bonds are secured by a pledge of Pledged Revenues (as defined in the Indenture). Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the benefit Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of 1, 2015, among the owners of Issuer, Wolf & Company, Inc. and the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent Borrower (the “Paying AgentOversight Agreement”), for the account of the District. The Indenture, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for Loan Agreement, the performance by Regulatory Agreement, the Underwriters of their obligations to accept Oversight Agreement and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by Contract are referred to collectively herein as the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure“Basic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated , 2015 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of October 1, and a Resolution of the Board of Education of the District 2016 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationMUFG Union Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”). The Bonds are being issued for the purpose of making a loan (the “Loan”) to the Borrower in connection with its financing of the ▇▇▇▇▇ Mobile Home Park located in the City of Clovis, California (the “Project”), for pursuant to a Loan Agreement, dated as of October 1, 2016, by and among the bonds Issuer, the Borrower and the Trustee (the “Loan Agreement”). Proceeds of the District Loan will be used to be refunded finance the acquisition and improvement of the Project, to make certain deposits specified in the Indenture, and to pay a portion of the costs of issuance of the Bonds as described in the Official StatementStatements (defined below). The Project is to be operated pursuant to a Regulatory Agreement and Declaration of Restrictive Covenants among the Issuer, defined herein the Trustee and the Borrower, dated as of October 1, 2016 (the “Prior BondsRegulatory Agreement”). As set forth in the Indenture, the Series A Bonds are secured by a pledge of Pledged Revenues (as defined in the Indenture) and are senior to the Series B Bonds. The Series B Bonds are subordinate to the Series A Bonds under the Indenture and are payable from the Series B Bonds Trust Estate (as defined in the Indenture). Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the benefit Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of October 1, 2016, among the owners of Issuer, Wolf & Company, Inc. and the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent Borrower (the “Paying AgentOversight Agreement”), for the account of the District. The Indenture, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for Loan Agreement, the performance by Regulatory Agreement, the Underwriters of their obligations to accept Oversight Agreement and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by Contract are referred to collectively herein as the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure“Basic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated October , 2016 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract
The Bonds. A. The Bonds shall be dated their date of delivery, shall bear interest at the rates, shall mature in the years and amounts and shall have the redemption provisions as set forth in Exhibit A hereto. The Bonds shall otherwise be as described in, and shall be issued and secured pursuant to to, the provisions of Articles 9 the Constitution and 11, the laws of the State of California including the provisions of Chapter 3, 8 of Part 1 5 of Division 2 of Title 5 31 of the Health and Safety Code of the State of California Government Code, commencing with Section 53506 (the “Bond Law”). The Bonds shall be issued and secured pursuant to an Indenture of Trust dated as of May 1, and a Resolution of the Board of Education of the District 2019 (the “Board of Education”) adopted on [BRD] (“Resolution”) authorizing the issuance of not to exceed $[NTE Amount] million of general obligation refunding bonds of the District. A portion of the proceeds of the Bonds will be deposited into an escrow fund established pursuant to an Escrow Agreement, dated as of [Dated Date] (the “Escrow AgreementIndenture”), by and between the District Issuer and U.S. Bank National AssociationMUFG Union Bank, N.A., as escrow bank trustee (the “Escrow BankTrustee”). The Bonds are being issued for the purpose of making a loan (the “Loan”) to the Borrower in connection with its refinancing of the Tropics Mobile Home Park located at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ (the “Project”), for pursuant to a Loan Agreement, dated as of May 1, 2019, by and among the bonds Issuer, the Borrower and the Trustee (the “Loan Agreement”). Proceeds of the District Loan will be used to be refunded refund certain existing revenue bonds previously issued by the California Mobilehome Park Financing Authority (the “Prior Issuer”), to make certain deposits specified in the Indenture, and to pay a portion of the costs of issuance of the Bonds as described in the Official StatementStatement (defined below). The Project is to be operated pursuant to a Regulatory Agreement and Declaration of Restrictive Covenants, defined herein among the Issuer, the Trustee and the Borrower, dated as of May 1, 2019 (the “Prior BondsRegulatory Agreement”). As set forth in the Indenture, the Bonds are secured by a pledge of Pledged Revenues (as defined in the Indenture). Compliance by the Borrower with certain provisions of the Loan Agreement and the Regulatory Agreement will be monitored for the benefit Issuer by Wolf & Company, Inc., acting as Oversight Agent under an Administration and Oversight Agreement, dated as of May 1, 2019, among the owners of Issuer, Wolf & Company, Inc. and the Prior Bonds, to refund and defease the Prior Bonds.
B. Upon the written acceptance of this Purchase Agreement by the District, the Representative, on behalf of the Underwriters, shall deliver, within twenty-four (24) hours of such acceptance, by federal funds wire transfer to U.S. Bank National Association as agent to the Treasurer and Tax Collector of the County of Los Angeles, as paying agent Borrower (the “Paying AgentOversight Agreement”), for the account of the District. The Indenture, the amount of $ as a good-faith deposit (“Good Faith Deposit”) for Loan Agreement, the performance by Regulatory Agreement, the Underwriters of their obligations to accept Oversight Agreement, and pay for the Bonds at Closing (as defined herein) in accordance with the provisions of this Purchase Agreement. Upon receipt, such amount shall be held by Contract are referred to collectively herein as the District pending Closing (except as provided below), although the proceeds thereof may be invested by the District pending the Closing. At the Closing, the Underwriters shall pay or cause to be paid the Purchase Price of the Bonds, less the amount of such Good Faith Deposit, without accrued interest, and thereupon the District shall apply the amount of the Good Faith Deposit, to the payment of the balance of such Purchase Price. In the event of the District’s inability to deliver the Bonds at the Closing, or if the District is unable to satisfy the conditions to the Underwriters’ obligations contained herein (unless such conditions are waived by the Underwriters), or if the Underwriters’ obligations shall be terminated for any reason permitted hereby, the District shall forthwith return the amount of the Good Faith Deposit, without accrued interest, to the Representative immediately and such return shall constitute a full release and discharge of all claims by the Underwriters against the District arising out of the transactions contemplated by this Purchase Agreement. In the event that the Underwriters fail (other than for a reason permitted hereby) to accept and pay for the Bonds at the Closing as herein provided, the proceeds of the Good Faith Deposit, shall be retained and applied by the District in full and complete liquidated damages (and not as a penalty) for such failure and as a discharge of all damages suffered on the part of the District as a result of such failure“Basic Documents.
C. ” The Bonds shall be executed payable and delivered under shall be subject to redemption as provided in the Indenture and described in accordance with the provisions Preliminary Official Statement of the Issuer dated , 2019 (the “Preliminary Official Statement”) and the Official Statement of the Issuer dated of even date herewith, including the cover pages and the appendices thereto, as amended to conform to the terms of this Purchase Agreement, Contract and with such changes and amendments thereto as have been mutually agreed to by the Bond Law Issuer and the Resolution. The Bonds shall be in definitive formUnderwriter, shall bear CUSIP numbers and shall be in fully registered form, registered in are hereinafter referred to as the name of Cede & Co., as nominee of The Depository Trust Company (“DTCOfficial Statement.”).
Appears in 1 contract
Sources: Purchase Contract