Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement. (b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)
Appears in 2 contracts
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Company shall deliver or cause to be prepared a final delivered to the Underwriter, promptly after acceptance hereof and prior to the Initial Closing Date, copies of the Official Statement relating to the Bonds, which Series 2005A Bonds that has been approved for distribution by the Issuer and the Company. The parties hereby acknowledge that there will be (i) dated prepared and distributed only a single Official Statement for the Series 2005A Bonds. If between the date of this Bond Purchase AgreementAgreement and the date which is one hundred twenty (120) days following the final Closing Date, (ii) complete within any event shall occur which might or would cause the meaning Official Statement to contain any untrue statement of material fact or to omit to state any material fact necessary to make statements therein, in light of the United States Securities circumstances under which they were made, not misleading, the Company shall notify the Underwriter and Exchange Commission's Rule 15c2-12the Issuer, as amended (the "Rule")and if, (iii) in a "designated electronic format" and (iv) substantially in the form opinion of the most recent version Underwriter or the Issuer, such event requires the preparation and publication of the Preliminary Official Statement provided a supplement or amendment to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included Company will supplement or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until amend the Official Statement has been prepared in a form and in a manner approved by the Underwriter and the Issuer. If the Official Statement is available for distributionso supplemented or amended prior to any proposed Closing Date, such approval by the Underwriter and the Issuer shall provide of a supplement or amendment to the Official Statement shall not preclude the Underwriter sufficient quantities from thereafter terminating this Bond Purchase Agreement if, in the reasonable judgment of the Preliminary Official Statement (which may Underwriter, such amendment or supplement has had or will have a material adverse effect on the marketability of any Series 2005A Bonds to be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statementissued on such proposed Closing Date.
(b) The Preliminary Official Statement has been prepared for Issuer and the Company hereby ratify, approve and authorize the use by the Underwriter Underwriter, prior to and after the date hereof, in connection with the public offering, offer and sale and distribution of the Series 2005A Bonds, of the Official Statement. The Issuer hereby represents and warrants Underwriter agrees that it will not confirm the Preliminary Official Statement was deemed final sale of any Series 2005A Bonds unless the settlement of such sale is accompanied by or preceded by the Issuer as delivery of its date for purposes a copy of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)Official Statement.
Appears in 1 contract
Sources: Bond Purchase Agreement (Tempur Pedic International Inc)
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Underwriter, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriter for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated , 2019, relating to the Bonds (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds”). The Issuer hereby represents and warrants that Successor Agency deems the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriter, at the Successor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information which is dependent upon the final pricing previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for completionthe time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at ▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇), and to take any and all as permitted other actions necessary to be excluded by Section (b)(1)comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to dated [ ], 2020 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of ”). The District represents that it deems the Preliminary Official Statement (which may to be in electronic formfinal as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) as the Underwriter deems necessary to satisfy the obligation and other terms of the Underwriter under Bonds which depend upon the Rule with respect foregoing as provided in and pursuant to distribution to each potential customerthe Rule. By the execution of this Purchase Agreement, upon request, of a copy the District ratifies the use by the Underwriters of the Preliminary Official Statement.
(b) The District hereby agrees to deliver or cause to be delivered to the Underwriters, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement has Statement, with only such changes therein as shall have been prepared for use accepted by the Underwriter Underwriters and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in connection its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriters in order to permit the Underwriters to comply with paragraph (b)(4) of the Rule and with the public offeringrules of the MSRB; provided, sale however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriters, their counsel or agents, shall not be considered cause for the Underwriters to refuse to accept delivery of and distribution of pay for the Bonds. The Issuer hereby represents and warrants Underwriters agree that prior to the time the final Official Statement relating to the Bonds is available, the Underwriters will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement was deemed final shall be sent by first class mail (or other equally prompt means) not later than the Issuer as first business day following the date upon which each such request is received.
(c) The Representative agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system.
(d) Each party hereto agrees that it will notify the other party hereto if, within the period from the date of its this Purchase Agreement to and including the date for purposes which is 25 days following the End of the RuleUnderwriting Period (as hereinafter defined), except for such party discovers any pre-existing or subsequent fact or becomes aware of the omission occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Representative, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such information fact or event (or any other event which is dependent upon becomes known to the final pricing District or the Underwriters during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Bonds for completioncircumstances under which they were made, all not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as permitted so supplemented or amended, does not contain any untrue statement of a material fact or omit to be excluded by Section (b)(1)state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredduly authorized the use and distribution, or caused to be deliveredin accordance with applicable law, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offeringoffering and sale of the Bonds. As of its date, sale the Preliminary Official Statement was “deemed final” (except for permitted omissions) by the Issuer for purposes of SEC Rule 15c2-12(b)(1). The Issuer will complete the final Official Statement for purposes of SEC Rule 15c2‑12(b)(3) and (4), and will within seven business days after the date of this Agreement furnish to the Underwriter sufficient copies of the Official Statement, one of which will be signed on behalf of the Issuer. The Issuer authorizes the Underwriter to use and distribute the final Official Statement in connection with the Underwriter’s delivery and distribution of the Bonds. The Issuer hereby represents and warrants that During the Preliminary Official Statement was deemed final period ending on the 25th day after the End of the Underwriting Period (or such other period as may be agreed to by the Issuer and the Underwriter), the Issuer shall notify the Underwriter if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the judgment of the Underwriter or the Issuer, any such event requires that the Official Statement be amended or supplemented, the Issuer and the Underwriter will cooperate in the preparation of either amendments of or supplements to the Official Statement in form and substance mutually agreed upon by the Issuer and the Underwriter so that the Official Statement as so amended or supplemented will not, in light of its date for the circumstances when the Official Statement as so amended or supplemented is delivered to any purchaser or potential customer, be misleading. For purposes of this Agreement, the Rule“End of the Underwriting Period” is used as defined in the Rule and shall occur on the later of (i) the Closing Date or (ii) when the Underwriter no longer retains an unsold balance of the Bonds; provided that, except unless otherwise advised in writing by the Underwriter on or prior to the Closing Date, or otherwise agreed to by the Issuer and the Underwriter, the Issuer may assume that the End of the Underwriting Period is the Closing Date. Blue Sky Qualification. The Issuer will cooperate with the Underwriter for the omission purpose if the Underwriter decides to qualify the Bonds under the securities laws of any jurisdiction, and will furnish the Underwriter with such information which is dependent upon information, execute such instruments, and take such other action as shall be necessary in the final pricing reasonable judgment of the Underwriter to effect registration or confirmation of exemption from registration of the Bonds for completionunder those laws. However, all as permitted the Issuer does not consent and shall not be required with respect to be excluded by Section (b)(1)the offer or sale of the Bonds to consent to suit or consent to general service of process in any jurisdiction.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously In connection with the sale of the Series 2021 Bonds, the City has delivered, or caused to be delivered, to the Underwriter the prepared a Preliminary Official Statement (in electronic form) dated , 2016 2021 (together with the "cover page, inside cover page, and all appendices attached thereto and any amendments or supplements and statements incorporated by reference therein or attached thereto, the “Preliminary Official Statement") ”), in a "designated electronic format," as defined in connection with the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause public offering of the Series 2021 Bonds by the Underwriter, and further confirms the authority of the Underwriter to be prepared use, and consents to the use of, a final Official Statement relating (in printed or electronic form) with respect to the Series 2021 Bonds, which will to be (i) dated the date of this Bond Purchase Agreementhereof, and any amendments or supplements thereto that shall be approved by the City (iias so amended and supplemented, the “Official Statement”) complete within in connection with the meaning public offering and sale of the United States Securities Series 2021 Bonds. The City hereby consents to and Exchange Commission's Rule 15c2-12, as amended (confirms the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in use by the form of the most recent version Underwriter of the Preliminary Official Statement provided to and the Underwriter before the execution hereof. Such final Official Statement, including the cover page and any amendment or supplement thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, in connection with the offer and statements included or incorporated therein or attached thereto, sale of the Series 2021 Bonds by the Underwriter. The Board hereby consents to and all amendments and supplements thereto that may be authorized for confirms the use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to by the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as and the Underwriter deems necessary to satisfy Official Statement, and any amendment or supplement thereto, and has approved the obligation of the Underwriter under the Rule information contained therein with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the BondsBoard. The Issuer City hereby represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final final” by the Issuer City as of its date for purposes of Rule 15c2-12 (“Rule 15c2-12”) promulgated by the RuleSecurities and Exchange of the United States (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) except for the omission of such information which as is dependent upon specified in Rule 15c2-12(b)(1). The Board hereby represents and warrants that the Board Covered Sections (as defined below) in the Preliminary Official Statement previously furnished to the Underwriter were “deemed final” by the Board as of its date for purposes of Rule 15c2-12 except for the omission of such information as is specified in Rule 15c2-12(b)(1).
(b) The Board and the City shall provide, or cause to be provided, to the Underwriter, no later than the earlier of seven (7) business days after the date hereof or three (3) business days prior to the Closing Date, a final pricing Official Statement in “designated electronic format” (as defined in MSRB Rule G-32) and in sufficient quantity to permit the Underwriter to comply with Rule 15c2-12, and other applicable rules of the Bonds for completion, all as permitted SEC and the Municipal Securities Rulemaking Board (the “MSRB”).
(c) The Board and the City hereby authorize the Underwriter to be excluded by Section file the Official Statement with the MSRB’s Electronic Municipal Market Access (b)(1)“EMMA”) system.
Appears in 1 contract
Sources: Supplemental Financing Agreement
Official Statement. (a) The Issuer previously County by official action of its governing board has delivered, or caused to be delivered, to approved the Underwriter form and distribution of the Preliminary Official Statement dated May , 2016 2014, (the "“Preliminary Official Statement"”) in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the BondsNotes and the distribution of an Official Statement (together with any amendment or supplement authorized by the County, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"“Official Statement”), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version consisting of the Preliminary Official Statement provided with such changes as are necessary to reflect the principal amount, maturity date or dates, interest rates, redemption provisions and other information relating to the Underwriter before sale of the Notes, with the approval of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP (“Bond Counsel”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP (“Disclosure Counsel”), ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation (“Underwriter’s Counsel”) and the Underwriter. By execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distributionof this Note Purchase Agreement, the Issuer shall provide to County confirms that the Underwriter sufficient quantities of County has deemed the Preliminary Official Statement (which may to be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 promulgated under the RuleSecurities Exchange Act of 1934 (“Rule 15c2-12”), except for the omission of such certain information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded omitted therefrom in accordance with Rule 15c2-12. It is a condition of the offer of the Underwriter made hereby that the County deliver a reasonable number of copies of the Official Statement, in a form deemed to be final for purposes of Rule 15c2-12, within seven business days of the date hereof; and the delivery of an Official Statement executed by Section a representative of the County shall conclusively establish that the County deems the document so delivered to be final. Failure of the County to comply with the foregoing sentence shall not be deemed a breach of this agreement or a termination event. The County hereby ratifies any prior use of and authorizes the future use by the Underwriter, in connection with the offering and sale of the Notes, of the Financing Certificate, the Resolution, the Preliminary Official Statement and the Official Statement, and all information contained therein. The Official Statement, this Note Purchase Agreement, the Financing Certificate and the Continuing Disclosure Certificate (b)(1)as defined in the Official Statement) are referred to collectively herein as the “Legal Documents.” The Underwriter shall give notice to the County on the date after which no participating underwriter, as such term is defined in Rule 15c2-12, remains obligated to deliver the Official Statement pursuant to paragraph (b)(4) of the Rule. Prior to the earlier of (i) such receipt of notice from the Underwriter that the Official Statement is no longer required under the Rule or (ii) twenty five (25) days after the Closing Date, the County shall provide the Underwriter with such information regarding the County, its current financial condition and ongoing operations as the Underwriter may reasonably request. Unless otherwise notified in writing by the Underwriter on or prior to the Closing Date, the County can assume that the “end of the underwriting period” for the Notes for all purposes of Rule 15c2-12 under the Securities and Exchange Act of 1934 is the Closing Date. In the event such notice is given in writing by the Underwriter, the Underwriter agrees to notify the County in writing following the occurrence of the “end of the underwriting period” as defined in Rule 15c2-12 for the Notes. The “end of the underwriting period” as used in this Note Purchase Agreement shall mean the Closing Date or such later date as to which notice is given by the Underwriter in accordance with the preceding sentence.
Appears in 1 contract
Sources: Note Purchase Agreement
Official Statement. (a) The Issuer has previously has delivered, or caused to be delivered, furnished to the Underwriter Purchaser the Preliminary Official Statement Statement, dated December 19, 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement 2011, relating to the Bonds, which will be including all appendices thereto and maps and pictorial information included therein, as may have been amended or supplemented (i) dated the date “Preliminary Official Statement”). For the purpose of this Bond Purchase Agreement, (ii) complete within enabling the meaning Purchaser to comply with the requirements of the United States Securities and Exchange Commission's Rule 15c2-12, as amended 12 of the SEC (the "“Rule"”), (iii) in a "designated electronic format" and (iv) substantially in promulgated under the form of 1934 Act, the most recent version of Issuer has heretofore deemed the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer “final” as of its date for purposes of the Ruledate, except for the omission of such information which as is dependent upon permitted by such Rule, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, ratings, identity of the final pricing underwriters and other terms of the Bonds depending on such matters. The Issuer hereby ratifies and confirms the Purchaser's use and public distribution of the Preliminary Official Statement in connection with the offering for completion, all as permitted sale of the Bonds.
(b) The Issuer will cause the Preliminary Official Statement to be excluded amended and supplemented into a final official statement to be dated the Sale Date (the “Official Statement”). The Issuer agrees to provide to the Purchaser within seven business days of the Sale Date or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser, whichever is earlier, sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of the Rule and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”). The Issuer hereby confirms the authority of the Purchaser to use, and consents to the use of, the Official Statement in connection with the public offering and sale of the Bonds.
(c) The Preliminary Official Statement and Official Statement may be delivered in printed and/or electronic form to the extent permitted by the applicable rules of the MSRB and as may be agreed to by the Issuer and the Purchaser.
(d) If, prior to the earlier of: (1) 90 days after the “end of the underwriting period” (as defined in the Rule); or (2) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case earlier than 25 days after the end of the underwriting period, any event shall occur relating to or affecting the Issuer, as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not materially misleading, or the Official Statement is required to be amended or supplemented to comply with law, the Issuer shall promptly prepare and furnish, at the expense of the Issuer, to the Purchaser and to the dealers (whose names and addresses the Purchaser will furnish to the Issuer) to which Bonds may have been sold by the Purchaser and to any other dealers upon request, such amendments or supplements to the Official Statement as may be necessary so that the statements in the Official Statement as so amended or supplemented will not, in the light of the circumstances existing when the Official Statement is delivered to a purchaser of the Bonds, be misleading or so that the Official Statement will comply with law.
(e) From the Sale Date until the Closing Time, the Issuer shall furnish the Purchaser with a copy of any proposed amendment or supplement to the Official Statement for review and shall not use any such proposed amendment or supplement to which the Purchaser reasonably objects.
(f) The Issuer authorizes the Purchaser to file, to the extent required by applicable SEC or MSRB rule, and the Purchaser agrees to file or cause to be filed, the Official Statement with: (1) the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access system); or (2) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If an amended Official Statement is prepared in accordance with Section (b)(12(d), the Purchaser also shall make the required filings of the amended Official Statement in the manner set forth in this section.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the prepared a Preliminary Official Statement dated August 21, 2016 2017 (the "such Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretopage, the summary statement and all appendices, exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, as and statements included or incorporated therein or attached thereto, thereto and all any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds, is Bonds being herein referred to as the "“Preliminary Official Statement." Until ”), which, pursuant to the Official Statement has been prepared and is available for distributionBond Resolution, the Issuer shall provide has authorized to be circulated, and the Underwriter sufficient quantities Issuer consents, approves and ratifies the use of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter prior to the date hereof in connection with the public offering, sale and distribution offering of the Bonds. The Issuer hereby represents authorizes and warrants that approves the use and distribution by the Underwriter of an Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, including the Appendices thereto, with only such changes therein or modifications thereof (including, without limitation, any changes in or modifications of any of the appendices, exhibits, reports or statements included therein or attached thereto) as shall have been accepted and approved by the Underwriter, which Official Statement was deemed final shall have been approved by the Issuer pursuant to the Bond Resolution and executed on behalf of the Issuer by the Secretary of the Governing Authority (such Official Statement, including the cover page, the summary statement and all appendices, exhibits, reports and statements included therein or attached thereto, all information incorporated therein by reference, and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein called the “Official Statement”). The Issuer hereby consents to the use of copies of the Official Statement, the Bond Resolution and other pertinent documents in connection with the offering and sale of the Bonds. The Issuer agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven (7) business days after the execution of this Bond Purchase Agreement or prior to the Closing Date (as hereinafter defined), whichever comes first. The Issuer by its approval of the execution and delivery of this Bond Purchase Agreement, covenants with the Underwriter that, if at any time prior to the earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer required to be delivered under the Rule or (ii) the expiration of twenty-five (25) days from the “End of the Underwriting Period” (as defined in Section 8) or other such period of time necessary to enable the Underwriter to comply with the Rule, any event occurs affecting the Issuer or the transactions contemplated in connection with the issuance of the Bonds which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter in writing, and if, in the opinion of the Underwriter, such event requires an amendment or supplement to the Official Statement, the Issuer promptly will amend or supplement, or cause to be amended or supplemented, the Official Statement in a form and in a manner approved by the Underwriter and consented to by the Issuer so that the Official Statement, under such caption, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of, and during the period of time provided by this paragraph, the Issuer will furnish such information as the Underwriter may from time to time reasonably request. The Issuer has delivered a “deemed final” certificate to the Underwriter, dated the date of the Preliminary Official Statement, to evidence compliance with the Rule to the date hereof. The Secretary of the Governing Authority, on behalf of the Issuer, covenants and agrees to execute a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) constituting an undertaking by the Issuer to provide ongoing disclosure about the Issuer for purposes the benefit of the bondholders on or before the date of delivery of the Bonds as required by Section (b)(5)(i) of the Rule, except for in the omission of form set forth in Appendix G to the Preliminary Official Statement, which such information which is dependent upon changes as may be agreed to by the final pricing of the Bonds for completion, Underwriter. The Issuer hereby represents that it has filed on a timely basis all as permitted annual filings and all event filings required to be excluded filed by Section the Issuer pursuant to each continuing disclosure undertaking under the Rule to which it is a party. The Issuer hereby agrees to enter into the Tax Compliance Certificate in the form required by Bond Counsel (b)(1)the “Tax Certificate”) on the Closing Date.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Underwriter, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriter for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated , 2018 (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to “Preliminary Official Statement”). The Successor Agency authorized distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
Statement and preparation and distribution of a final Official Statement pursuant to a resolution adopted on March 27, 2018 (b) the “Successor Agency OS Resolution,” together with the Successor Agency Bond Resolution, the “Successor Agency Resolutions”). The Successor Agency deems such Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriter, at the Successor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 and with Rule G-32 and all other applicable rules of the MSRB. The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. Such Official Statement shall contain all information previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to give written notice to the Successor Agency of the date after which the Underwriter shall no longer be obligated to deliver Official Statements pursuant to paragraph (b)(4) of Rule 15c2-12 which shall be no later than 25 days after the End of the Underwriting Period (as such term is dependent upon hereinafter defined). The Underwriter agrees to promptly file a copy of the final pricing Official Statement, including any supplements prepared by the Successor Agency, in compliance with MSRB Rule G-32, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission (the “SEC”) rules and MSRB rules governing the offering, sale and delivery of the Bonds for completion, all as permitted to be excluded by Section (b)(1)the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused (i) reviewed and approved the information contained in a preliminary official statement to be delivered, to prepared in connection with the Underwriter sale of the Preliminary Official Statement dated , 2016 Bonds (the "“Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"”). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, ; and (ii) complete within the meaning for purposes of the United States Securities and Exchange Commission's Rule 15c2-1212 of the Securities Exchange Act of 1934, as amended (the "“Rule"”), (iii“deemed final” the POS as of its date, except for the omission of information dependent upon the pricing of the issue and the completion of this Purchase Agreement, such as offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, and other terms of the Bonds dependent on the foregoing matters. The Issuer approves and ratifies the use and distribution by the Underwriter of the POS in connection with the public offering for sale of the Bonds by the Underwriter.
b) in a "designated electronic format" and (iv) The final official statement shall be substantially in the form of the most recent version POS with only such changes permitted by the Rule as shall have been reviewed by the Underwriter (such final official statement, incorporating such changes, if any, shall be referred to herein as the “Final Official Statement”). The Issuer shall cooperate with the Underwriter in the preparation of the Preliminary Final Official Statement provided for delivery within seven (7) business days after the date hereof and, in any event, for delivery in sufficient time to accompany any order confirmation from the Underwriter before to its customer, and in sufficient time to permit the execution hereofUnderwriter to comply with the provisions of the Rule and with all applicable rules of the Municipal Securities Rulemaking Board. Such final Exhibit A Ordinance No. 2577 AM No. 11-051 City of Redmond, Washington Limited Tax General Obligation Bonds, 2011
c) The Issuer will not amend or supplement the Final Official Statement, including once provided pursuant to this Section 5, without the cover page theretoconsent of the Underwriter. The Issuer agrees to notify the Underwriter promptly if, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included on or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bonds25th day after the End of the Underwriting Period (as defined below), is herein referred any event shall occur, or information come to the attention of the Issuer, that would cause the Final Official Statement (whether or not previously supplemented or amended), as of its date, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the "statements therein, in light of the circumstances under which they were made, not misleading. If, in the opinion of the Issuer, such event requires the preparation and distribution of a supplement or amendment to the Final Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer at its expense and with Underwriter’s assistance, shall amend or supplement the Final Official Statement in a form and manner approved by the Underwriter and will provide such number of copies of the supplement or amendment to the Underwriter sufficient quantities of the Preliminary Final Official Statement (which may be in electronic form) Statement, as the Underwriter deems necessary to satisfy may reasonably request. For purposes of this Purchase Agreement, the obligation “End of the Underwriter under Underwriting Period” shall occur on the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official StatementClosing Date.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)
Appears in 1 contract
Sources: Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredAuthority hereby ratifies, or caused to be delivered, to approves and confirms the Underwriter distribution by the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy Underwriters of the Preliminary Official Statement.
, dated _______, 2004 (b) The together with the Appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Preliminary Official Statement has been prepared for use by the Underwriter Statement”), in connection with the public offering, offering and sale and distribution of the BondsBonds prior to the availability of the Official Statement. The Issuer hereby Authority represents and warrants that the Preliminary Official Statement was deemed final by the Issuer Authority as of its the date of the Preliminary Official Statement for purposes of Rule 15c2‑12 of the RuleSecurities and Exchange Commission (“Rule 15c2‑12”), except for those matters permitted by Rule 15c2‑12 to be omitted therefrom, including maturity amounts, interest rates, bond insurance, ratings, underwriters’ discount and related terms. The Authority shall deliver or cause to be delivered to the omission of such Representative, within seven (7) Business Days after acceptance hereof, a final official statement (together with any appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto, the “Official Statement”) approved for distribution by the Authority. The Official Statement shall contain all information which is dependent upon the final pricing of the Bonds for completion, all as previously permitted to be excluded omitted by Section Rule 15c2‑12 and any other changes from the Preliminary Official Statement as shall have been approved by the Representative. The Authority shall deliver sufficient copies of the Official Statement to enable the Representative to distribute a single copy to any potential customer of the Underwriters requesting an Official Statement during the time period beginning when the Official Statement becomes available and ending on a date referred to herein as the “End Date,” which is the date when the Official Statement becomes available from a nationally recognized municipal securities information repository (b)(1“NRMSIR”), but in no event less than 25 days after the end of the underwriting period (as defined in Rule 15c2‑12). The Authority shall deliver these copies to the Representative within seven (7) Business Days after the execution of this Purchase Contract. The Representative agrees to file a copy of the Official Statement with a NRMSIR. On the Closing Date, the Authority may assume that the end of the underwriting period has occurred unless otherwise informed by the Representative. In any event, the Representative shall promptly notify the Authority of the end of the underwriting period.
Appears in 1 contract
Sources: Purchase Contract
Official Statement. (a) The Issuer previously has deliveredduly authorized the use and distribution, or caused to be deliveredin accordance with applicable law, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, offering and sale and distribution of the Series 2014 Bonds. The Issuer hereby represents and warrants that As of its date, the Preliminary Official Statement was “deemed final final” (except for permitted omissions) by the Issuer as of its date for purposes of SEC Rule 15c-12(b)(1). The Issuer will complete the Rulefinal Official Statement for purposes of SEC Rule 15c2-12(b)(3) and (4), except and will within seven business days after the date of this Agreement furnish to the Underwriter sufficient copies of the Official Statement, one of which will be signed on behalf of the Issuer. The Issuer authorizes the Underwriter to use and distribute the final Official Statement in connection with the Underwriter’s delivery and distribution of the Series 2014 Bonds. The Issuer will notify the Underwriter if, prior to the delivery of and payment for the omission of such information which Series 2014 Bonds on the Closing Date, any event occurs that is dependent upon known to the final pricing Issuer and that makes any statement related to the Issuer or the Series 2014 Bonds in the Official Statement untrue or misleading in any material respect. For so long as required by applicable law (but for a period not to exceed twenty-five (25) days from the Closing Date), if any event occurs which, in the reasonable judgment of the Bonds Underwriter, requires that the Official Statement be amended or supplemented in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser or potential customer (as defined for completionpurposes of SEC Rule 15c2-12(b)(4)), all the Issuer will, at the Underwriter’s request, cooperate in the preparation of either amendments of or supplements to the Official Statement so that the Official Statement as permitted so amended or supplemented will not, in light of the circumstances when the Official Statement is delivered to any purchaser or potential customer, be excluded by Section (b)(1)misleading.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) [Alternative A] The Issuer previously has delivered, or caused hereby consents to be delivered, to and ratifies the use and distribution by the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution offering of the BondsSecurities by the Underwriter, and further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Securities in connection with the public offering and sale of the Securities. The Issuer hereby represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final final” by the Issuer as of its date for purposes of the RuleRule 15c2-12, except for permitted omissions. [Alternative B] The Issuer hereby consents to and ratifies the omission of such information which is dependent upon use and distribution by the final pricing Underwriter of the Bonds Official Statement in connection with the public offering and sale of the Securities by the Underwriter. The Issuer hereby represents and warrants that the Official Statement previously furnished to the Underwriter was “deemed final” by the Issuer as of its date for completionpurposes of Rule 15c2-12. The Issuer, all as permitted at its cost, shall provide, or cause to be excluded provided, to the Underwriter within seven business days after the date of this Agreement (or within such shorter period as may be approved by the Underwriter or required by applicable rule) such number of copies of a final Official Statement as reasonably requested by the Underwriter, but in sufficient quantity to permit the Underwriter to comply with paragraph (b)(4) of Rule 15c2-12, and Rule G-32 and any other applicable rules of the SEC and the MSRB. The Issuer authorizes the Underwriter to file, to the extent required by any applicable SEC or MSRB rule, and the Underwriter agrees to so file, the Official Statement with the MSRB or its designee. If an amended Official Statement is prepared during the “primary offering disclosure period,” and if required by any applicable SEC or MSRB rule, the Underwriter also shall make the required filings of the amended Official Statement. The Issuer shall provide the Underwriter with the information necessary to complete MSRB Form G-32 for all filings to be made under this Section 8. The Preliminary Official Statement and the Official Statement may be delivered in printed and a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed by the Issuer and the Underwriter. If the Official Statement has been prepared in electronic form, the Issuer hereby confirms that it does not object to distribution of the Official Statement in electronic form. The Issuer shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. The Issuer covenants to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period, (b)(1)or such other period as may be agreed to by the Issuer and the Underwriter) any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event requires the preparation and distribution of a supplement or amendment to the Official Statement, to prepare and furnish to the Underwriter, at the Issuer’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the Issuer and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing Date, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to dated [ ], 2021 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of ”). The District represents that it deems the Preliminary Official Statement (which may to be in electronic formfinal as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) as the Underwriter deems necessary to satisfy the obligation and other terms of the Underwriter under Bonds which depend upon the Rule with respect foregoing as provided in and pursuant to distribution to each potential customerthe Rule. By the execution of this Purchase Agreement, upon request, of a copy the District ratifies the use by the Underwriters of the Preliminary Official Statement.
(b) The District hereby agrees to deliver or cause to be delivered to the Underwriters, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement has Statement, with only such changes therein as shall have been prepared for use accepted by the Underwriter Underwriters and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in connection its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriters in order to permit the Underwriters to comply with paragraph (b)(4) of the Rule and with the public offeringrules of the MSRB; provided, sale however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriters, their counsel or agents, shall not be considered cause for the Underwriters to refuse to accept delivery of and distribution of pay for the Bonds. The Issuer hereby represents and warrants Underwriters agree that prior to the time the final Official Statement relating to the Bonds is available, the Underwriters will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement was deemed final shall be sent by first class mail (or other equally prompt means) not later than the Issuer as first business day following the date upon which each such request is received.
(c) The Representative agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system.
(d) Each party hereto agrees that it will notify the other party hereto if, within the period from the date of its this Purchase Agreement to and including the date for purposes which is 25 days following the End of the RuleUnderwriting Period (as hereinafter defined), except for such party discovers any pre-existing or subsequent fact or becomes aware of the omission occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Representative, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such information fact or event (or any other event which is dependent upon becomes known to the final pricing District or the Underwriters during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Bonds for completioncircumstances under which they were made, all as permitted to be excluded by Section (b)(1)not misleading, the District shall, at its expense,
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused In order to be delivered, to enable the Underwriter the Preliminary Official Statement dated , 2016 to comply with Rule 15c2-12 (the "Preliminary Official Statement"“Rule”) in a "designated electronic format," as defined in under the Securities Exchange Act of 1934 (the “Exchange Act”) and rules of the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended Board (the "Rule"“MSRB”), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer Company shall provide to the Underwriter sufficient quantities copies of the Preliminary Official Statement (which may be in electronic form) as word-searchable portable document format, which the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule Issuer (only with respect to distribution the statements therein with respect to each potential customerthe Issuer under the captions “THE ISSUERS – Niagara Issuer” and “LITIGATION”) and the Company (with respect to all other statements therein) deem final as of its date, upon requestin sufficient time to accompany any confirmation that requires payment from any customer and, of a copy in any event, within seven (7) business days after the Date Hereof and in no event later than two (2) business days prior to the Closing (hereinafter defined). The Issuer, the Company and the Guarantor hereby authorize the use of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, offering and sale and distribution of the Bonds. The Issuer Issuer, the Company and the Guarantor hereby represents ratify and warrants that confirm the use by the Underwriter prior to the date hereof of the Preliminary Official Statement dated October 19, 2012, as supplemented on October 31, 2012 (as so supplemented, the “Preliminary Official Statement”) in connection with the public offering of the Bonds. The final Official Statement shall be substantially the same (except for insertions, deletions and changes contemplated in the Preliminary Official Statement and this Underwriting Agreement) as the Preliminary Official Statement and shall contain only those substantive changes as are approved by the Underwriter, which approval shall not be unreasonably withheld. The Preliminary Official Statement, as of October 31, 2012, was deemed final (i) by the Issuer as of its date (but only with respect to the statements therein with respect to the Issuer under the captions “THE ISSUERS – Niagara Issuer” and “LITIGATION”) and (ii) by the Company and the Guarantor (with respect to all other statements therein) for purposes of the Rule, except for permitted omissions set forth in the omission Rule. The Underwriter agrees to provide a certificate at Closing stating that it has filed a copy of the Official Statement with the MSRB in accordance with the Rule and stating whether or not the Underwriter retains any unsold balance of Bonds for sale to the public. In the event that it does so retain for sale to the public any such information Bonds as of the Closing, the Underwriter agrees to promptly notify the Issuer, the Company and the Guarantor of the date on which is dependent upon the final pricing Underwriter no longer retains any unsold balance of the Bonds for completion, all as permitted sale to be excluded by Section (b)(1)the public.
Appears in 1 contract
Official Statement. (a) The Issuer previously Underwriter hereby represents that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement with respect to the Bonds, dated , 2016 2015 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"”). The Issuer will prepare District represents that it deems the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing as provided in and pursuant to the Rule. By the execution of this Purchase Agreement, the County and the District ratify the use by the Underwriter of the Preliminary Official Statement. The District hereby agrees to deliver or cause to be prepared delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriter in order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the rules of the MSRB; provided, however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and pay for the Bonds. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will be (i) dated notify the other parties hereto if, within the period from the date of this Bond Purchase Agreement, (ii) complete within Agreement to and including the meaning date which is 25 days following the End of the United States Securities Underwriting Period (as hereinafter defined), such party discovers any pre- existing or subsequent fact or becomes aware of the occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter, the preparation and Exchange Commission's Rule 15c2-12publication of a supplement or amendment to the Official Statement is, as amended a result of such fact or event (or any other event which becomes known to the "Rule"County, the District or the Underwriter during such period), (iii) in necessary so that the Official Statement does not contain any untrue statement of a "designated electronic format" and (iv) substantially material fact or omit to state a material fact necessary to make the statements therein, in the form light of the most recent version circumstances under which they were made, not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the Preliminary Official Statement provided circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) such numbers as the Underwriter deems necessary to satisfy may reasonably request. The District and the obligation Underwriter agree that they will cooperate in the preparation of any such amendment or supplement. As used herein, the term “End of the Underwriter under Underwriting Period” means the Rule with respect later of such time as (a) the County delivers the Bonds to distribution to each potential customerthe Underwriter, upon request, of a copy of the Preliminary Official Statement.
or (b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offeringdoes not retain, sale and distribution directly or as a member of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rulean underwriting syndicate, except for the omission of such information which is dependent upon the final pricing an unsold balance of the Bonds for completionsale to the public. Unless the Underwriter gives notice to the contrary, all as permitted the “End of the Underwriting Period” shall be deemed to be excluded by Section the Closing Date (b)(1as defined herein). Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the End of the Underwriting Period.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, and the Borrower hereby ratify and consent to the use by the Underwriter of the Preliminary Official Statement dated and the Official Statement in connection with the sale of the Series 2018C Bonds. The Borrower shall deliver or cause to be delivered to the Underwriter, 2016 promptly upon the completion thereof, copies of the Official Statement. In connection with the offering and sale of the Series 2018C Bonds, the Issuer and the Borrower authorize the use by the Underwriter of copies of the Official Statement with respect to the Series 2018C Bonds, the Indenture, the Loan Agreement, and the other documents required for the issuance of the Series 2018C Bonds.
(b) The Borrower, on behalf of itself and any other “issuers” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the "Preliminary “Rule”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement"Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) in a "designated electronic format," as defined in of the Rule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board's Board ("the “MSRB") Rule G-32 ("Rule G-32"”). The Issuer will prepare or cause Borrower agrees to be prepared a final deliver such Official Statement relating to the Bonds, which will be within seven (i7) dated business days after the date of this Bond Purchase Agreement, (ii) complete within . The Preliminary Official Statement and the meaning of the United States Securities Official Statement may be delivered in printed form and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "“designated electronic format" and (iv) substantially ” as defined in the form of MSRB’s Rule G-32 and as may be agreed by the most recent version of Borrower and the Underwriter. If the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distributionin electronic form, the Issuer shall provide Borrower hereby confirms that it does not object to the Underwriter sufficient quantities distribution of the Preliminary Official Statement (which may be and the Official Statement in electronic form.
(c) The Underwriter agrees that it shall send or cause to be sent no later than the next business day, by first class mail, electronically, or other equally prompt means, to any potential customer, on request, one or more copies of the Official Statement, as most recently supplemented or amended (if at all).
(d) The Borrower shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter, which consent shall not be unreasonably withheld. The Borrower covenants to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period (as defined herein) (or such other period as may be agreed to by the Borrower and the Underwriter), any event shall occur, or information comes to the attention of the Borrower or the Issuer (with respect to the Issuer Portion, as defined herein), that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event requires the preparation and distribution of a supplement or amendment to the Official Statement, to prepare and furnish to the Underwriter, at the Borrower’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed form in substance mutually agreed upon by the Borrower and the Underwriter, as the Underwriter deems may reasonably request. If such notification shall be given subsequent to the Closing Date (as defined in Section 7 below), the Borrower also shall furnish, or cause to be furnished, such additional certificates, instruments and other documents as the Underwriter may reasonably deem necessary to satisfy evidence the obligation truth and accuracy of any such supplement or amendment to the Official Statement. For purposes of this Bond Purchase Agreement, the term “End of the Underwriter under Underwriting Period” means the Rule with respect to distribution to each potential customer, upon request, later of a copy of (i) the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)Closing Date or
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously Underwriter hereby represents that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement dated with respect to the Bonds, 2016 dated
(the "Preliminary Official Statement"b) in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare District hereby agrees to deliver or cause to be prepared delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriter in order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the rules of the MSRB; provided, however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and pay for the Bonds. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received.
(c) The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system.
(d) Each party hereto agrees that it will be (i) dated notify the other party hereto if, within the period from the date of this Bond Purchase Agreement, (ii) complete within Agreement to and including the meaning date which is 25 days following the End of the United States Securities and Exchange Commission's Rule 15c2-12, Underwriting Period (as amended (the "Rule"hereinafter defined), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)party discovers any
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer has previously has delivered, or caused to be delivered, furnished to the Underwriter Purchaser the Preliminary Official Statement Statement, dated April 4, 2016 (the "Preliminary Official Statement") in a "designated electronic format," 2017, as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement supplemented on April 26, 2017 and May 3, 2017, relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities including all appendices thereto and Exchange Commission's Rule 15c2-12, as amended maps and pictorial information included therein (the "Rule"“Preliminary Official Statement”), (iii) in a "designated electronic format" . The Issuer hereby ratifies and (iv) substantially in confirms the form of the most recent version Purchaser’s use and public distribution of the Preliminary Official Statement provided to in connection with the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized offering for use with respect to sale of the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Issuer will cause the Preliminary Official Statement has been prepared for to be amended and supplemented into a final official statement to be dated the Sale Date (the “Official Statement”). The Issuer agrees to provide to the Purchaser within seven business days of the Sale Date or within sufficient time to accompany any confirmation that requests payment from any customer of the Purchaser, whichever is earlier, sufficient copies of the Official Statement to enable the Purchaser to comply with the requirements of the Rule and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board (the “MSRB”). The Issuer hereby confirms the authority of the Purchaser to use, and consents to the use by of, the Underwriter Official Statement in connection with the public offering, offering and sale and distribution of the Bonds. .
(c) The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final and Official Statement may be delivered in printed and/or electronic form to the extent permitted by the applicable rules of the MSRB and as may be agreed to by the Issuer as of its date for purposes and the Purchaser.
(d) If, prior to the earlier of: (1) 90 days after the “end of the underwriting period” (as defined in the Rule); or (2) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, except for specifically including the omission of such information which is dependent upon MSRB’s Electronic Municipal Market Access system (“EMMA”), but in no case earlier than 25 days after the final pricing end of the Bonds for completionunderwriting period, all any event shall occur relating to or affecting the Issuer, as permitted a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not materially misleading, or the Official Statement is required to be excluded amended or supplemented to comply with law, the Issuer shall promptly prepare and furnish, at the expense of the Issuer, to the Purchaser and to the dealers (whose names and addresses the Purchaser will furnish to the Issuer) to which Bonds may have been sold by the Purchaser and to any other dealers upon request, such amendments or supplements to the Official Statement as may be necessary so that the statements in the Official Statement as so amended or supplemented will not, in the light of the circumstances existing when the Official Statement is delivered to a purchaser of the Bonds, be misleading or so that the Official Statement will comply with law.
(e) From the Sale Date until the Closing Time, the Issuer shall furnish the Purchaser with a copy of any proposed amendment or supplement to the Official Statement for review and shall not use any such proposed amendment or supplement to which the Purchaser reasonably objects.
(f) The Issuer authorizes the Purchaser to file, to the extent required by applicable SEC or MSRB rule, and the Purchaser agrees to file or cause to be filed, the Official Statement with: (1) the MSRB or its designee, including EMMA; or (2) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If an amended Official Statement is prepared in accordance with Section (b)(12(d), the Purchaser also shall make the required filings of the amended Official Statement in the manner set forth in this section.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused hereby consents to be delivered, to and ratifies the use and distribution by the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution offering of the BondsSecurities by the Underwriter, and further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Securities in connection with the public offering and sale of the Securities. The Issuer hereby represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final final” by the Issuer as of its date for purposes of the RuleRule 15c2-12, except for permitted omissions.
(a) The Issuer, at its cost, shall provide, or cause to be provided, to the omission Underwriter within seven business days after the date of this Agreement (or within such information which is dependent upon shorter period as may be approved by the Underwriter or required by applicable rule) such number of copies of a final pricing Official Statement as reasonably requested by the Underwriter, but in sufficient quantity to permit the Underwriter to comply with paragraph (b)(4) of Rule 15c2-12, and Rule G-32 and any other applicable rules of the Bonds SEC and the MSRB.
(b) The Issuer authorizes the Underwriter to file, to the extent required by any applicable SEC or MSRB rule, and the Underwriter agrees to so file, the Official Statement with the MSRB or its designee. If an amended Official Statement is prepared during the “primary offering disclosure period,” and if required by any applicable SEC or MSRB rule, the Underwriter also shall make the required filings of the amended Official Statement. The Issuer shall provide the Underwriter with the information necessary to complete MSRB Form G-32 for completion, all as permitted filings to be excluded made under this Section 8.
(c) The Preliminary Official Statement and the Official Statement may be delivered in printed and a “designated electronic format” as defined in the MSRB’s Rule G- 32 and as may be agreed by Section the Issuer and the Underwriter. If the Official Statement has been prepared in electronic form, the Issuer hereby confirms that it does not object to distribution of the Official Statement in electronic form.
(b)(1)d) The Issuer shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. The Issuer covenants to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period, (or such other period as may be agreed to by the Issuer and the Underwriter) any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event requires the preparation and distribution of a supplement or amendment to the Official Statement, to prepare and furnish to the Underwriter, at the Issuer’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the Issuer and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing Date, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. Upon the Authority’s and the City’s acceptance of this offer, the Authority and the City shall be deemed to have ratified, approved and confirmed the Preliminary Official Statement, dated , 2013 (together with any appendices thereto, any documents incorporated therein by reference and any supplements or amendments thereto and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”) with respect to the Bonds, in connection with the public offering and sale of the Bonds by the Underwriter. The Authority shall deliver the Official Statement to the Underwriter (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "“designated electronic format," ” (as defined in Rule G-32 of the Municipal Securities Rulemaking Board's ) and ("MSRB"b) Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to in printed form in such quantities as the BondsUnderwriter shall reasonably request, which will be (i) dated the date of this Bond Purchase Agreementhereof, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided Statement, with only such changes as shall have been accepted by the Underwriter (said document, including its cover page, inside cover page and appendices, as the same may be amended and supplemented in accordance with this Bond Purchase Contract and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Official Statement”), approved for distribution pursuant to the Authority Resolution and the City Resolution. The Authority shall, as soon as practicable, but not later than seven (7) business days from the date hereof, deliver to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until such copies of the Official Statement has been prepared and and, in the event the date of Closing is available for distributionless than seven (7) business days after the date hereof, the Issuer shall provide to the Underwriter sufficient quantities upon request of the Preliminary Official Statement Underwriter, in sufficient time to accompany any confirmation requesting payment from any customers of any Underwriter and not later than three (which may be in electronic form3) as business days prior to Closing; provided, however, that the Underwriter deems necessary to satisfy the obligation failure of the Underwriter under the Rule Authority to comply with respect this requirement due to distribution to each potential customer, upon request, of a copy any circumstance outside of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared control of the Authority shall not constitute cause for use a failure of or refusal by the Underwriter in connection with the public offeringto accept delivery of, sale and distribution of or pay for, the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1).
Appears in 1 contract
Sources: Bond Purchase Contract
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in BPA Terms and Acceptance identifies whether a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter Securities. If no Preliminary Official Statement has been prepared, references in connection with the public offering, sale this BPA General Provisions and distribution of the Bonds. The Issuer hereby represents and warrants that Conditions to the Preliminary Official Statement was deemed final shall be ignored.
(a) The Issuer shall provide, or cause to be provided, to the Senior Manager within seven business days after the date of this Agreement (or within such shorter period as may be agreed by the Issuer and the Senior Manager or required by applicable rule), the number of executed counterparts of the Official Statement and conformed copies of a final Official Statement as specified in the BPA Terms and Acceptance, but in any event in sufficient quantity to permit the Underwriters to comply with Rule 15c2-12 and other applicable rules of the SEC and the MSRB.
(b) The Issuer authorizes the Senior Manager to file, to the extent required by applicable SEC or MSRB rule, and the Senior Manager agrees to file or cause to be filed, the Official Statement with (i) the MSRB or its date designee (including the MSRB’s Electronic Municipal Market Access system) or (ii) other repositories approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above). If an amended Official Statement is prepared in accordance with Section 4(d) during the “new issue disclosure period,” and if required by applicable SEC or MSRB rule, the Senior Manager also shall make the required filings of the amended Official Statement.
(c) The Preliminary Official Statement and/or the Official Statement may be delivered in printed and/or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Issuer and the Senior Manager. If the Official Statement has been prepared for distribution in electronic form, the Issuer shall confirm in the BPA Terms and Acceptance that it does not object to distribution of the Official Statement in electronic form.
(d) During the period ending on the 25th day after the End of the Underwriting Period (or such other period as may be agreed to by the Issuer and the Senior Manager), the Issuer (i) shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Senior Manager and (ii) shall notify the Senior Manager promptly if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the opinion of the Senior Manager, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the Issuer shall prepare and furnish to the Senior Manager, at the Issuer’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the Issuer and the Senior Manager, as the Senior Manager may reasonably request. If such notification shall be given subsequent to the Closing Date, the Issuer also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Senior Manager may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
(e) For purposes of this Agreement:
(i) the Rule, except for the omission of such information which is dependent upon the final pricing “End of the Bonds for completionUnderwriting Period” is used as defined in Rule 15c2-12 and shall occur on the later of (A) the Closing Date or (B) when the Underwriters no longer retain an unsold balance of the Securities; unless otherwise advised in writing by the Senior Manager on or prior to the Closing Date, all or otherwise agreed to by the Issuer and the Senior Manager, the Issuer may assume that the End of the Underwriting Period is the Closing Date, and
(ii) the “new issue disclosure period” is used as permitted to be excluded by Section (b)(1)defined in MSRB Rule G-32 and shall end on the 25th day after the Closing.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the prepared a Preliminary Official Statement dated , 2016 2017 (the "such Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretopage, the summary statement and all appendices, exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, as and statements included or incorporated therein or attached thereto, thereto and all any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds, is Bonds being herein referred to as the "“Preliminary Official Statement." Until ”), which, pursuant to the Official Statement has been prepared and is available for distributionBond Resolution, the Issuer shall provide has authorized to be circulated, and the Underwriter sufficient quantities Issuer consents, approves and ratifies the use of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter prior to the date hereof in connection with the public offering, sale and distribution offering of the Bonds. The Issuer hereby represents authorizes and warrants that approves the use and distribution by the Underwriter of an Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, including the Appendices thereto, with only such changes therein or modifications thereof (including, without limitation, any changes in or modifications of any of the appendices, exhibits, reports or statements included therein or attached thereto) as shall have been accepted and approved by the Underwriter, which Official Statement was deemed final shall have been approved by the Issuer pursuant to the Bond Resolution and executed on behalf of the Issuer by the Secretary of the Governing Authority (such Official Statement, including the cover page, the summary statement and all appendices, exhibits, reports and statements included therein or attached thereto, all information incorporated therein by reference, and any amendments and supplements thereto that may be authorized by the Issuer for use with respect to the Bonds being herein called the “Official Statement”). The Issuer hereby consents to the use of copies of the Official Statement, the Bond Resolution and other pertinent documents in connection with the offering and sale of the Bonds. The Issuer agrees to deliver to the Underwriter, at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The Issuer agrees to deliver such Official Statements within seven (7) business days after the execution of this Bond Purchase Agreement or prior to the Closing Date (as hereinafter defined), whichever comes first. The Issuer by its approval of the execution and delivery of this Bond Purchase Agreement, covenants with the Underwriter that, if at any time prior to the earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer required to be delivered under the Rule or (ii) the expiration of twenty-five (25) days from the “End of the Underwriting Period” (as defined in Section 8) or other such period of time necessary to enable the Underwriter to comply with the Rule, any event occurs affecting the Issuer or the transactions contemplated in connection with the issuance of the Bonds which could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Issuer shall notify the Underwriter in writing, and if, in the opinion of the Underwriter, such event requires an amendment or supplement to the Official Statement, the Issuer promptly will amend or supplement, or cause to be amended or supplemented, the Official Statement in a form and in a manner approved by the Underwriter and consented to by the Issuer so that the Official Statement, under such caption, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading. For the purposes of, and during the period of time provided by this paragraph, the Issuer will furnish such information as the Underwriter may from time to time reasonably request. The Issuer has delivered a “deemed final” certificate to the Underwriter, dated the date of the Preliminary Official Statement, to evidence compliance with the Rule to the date hereof. The Secretary of the Governing Authority, on behalf of the Issuer, covenants and agrees to execute a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) constituting an undertaking by the Issuer to provide ongoing disclosure about the Issuer for purposes the benefit of the bondholders on or before the date of delivery of the Bonds as required by Section (b)(5)(i) of the Rule, except for in the omission of form set forth in Appendix G to the Preliminary Official Statement, which such information which is dependent upon changes as may be agreed to by the final pricing of the Bonds for completion, Underwriter. The Issuer hereby represents that it has filed on a timely basis all as permitted annual filings and all event filings required to be excluded filed by Section the Issuer pursuant to each continuing disclosure undertaking under the Rule to which it is a party. The Issuer hereby agrees to enter into the Tax Compliance Certificate in the form required by Bond Counsel (b)(1)the “Tax Certificate”) on the Closing Date.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredCity ratifies, or caused to be delivered, to approves and confirms the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version distribution of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the BondsCertificates, is herein referred to as dated , 2024 (together with the "Official Statement." Until the Official Statement has been prepared appendices thereto, any documents incorporated therein by reference, and is available for distributionany supplements or amendments thereto, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter ”), in connection with the public offering, sale execution and distribution delivery of the BondsCertificates by the Underwriters prior to the availability of the Official Statement. The Issuer hereby City represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 promulgated by the RuleSecurities and Exchange Commission under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for the omission of such information which is dependent upon the final pricing offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings and other terms of the Bonds for completionCertificates dependent on such matters. The City shall provide the Underwriters, all within seven (7) business days after the date hereof, with the Official Statement in a form that permites the Underwriters to comply with Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board (“MSRB”), which Official Statement shall be in the form of the Preliminary Official Statement with such changes thereto as permitted are necessary to reflect the sale of the Certificates or as have been approved by the Representative (which approval shall not be excluded unreasonably withheld), as requested by Section the Representative. The City authorizes and approves the distribution by the Underwriters of the Official Statement in connection with the execution and delivery of the Certificates. The City authorizes the Representative to file, and the Representative ▇▇▇▇▇▇ agrees to file at or prior to the Closing Date (b)(1as defined herein), the Official Statement with the MSRB on its Electronic Municipal Market Access (“EMMA”) system in accordance with Rule G-32. The Official Statement, including the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto on or prior to the Closing Date is herein referred to as the “Official Statement.”
Appears in 1 contract
Sources: Purchase Contract
Official Statement. (a) The Issuer previously has deliveredduly authorized the use and distribution, or caused to be deliveredin accordance with applicable law, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offeringoffering and sale of the Bonds. As of its date, sale the Preliminary Official Statement was “deemed final” (except for permitted omissions) by the Issuer for purposes of SEC Rule 15c2-12(b)(1). The Issuer will complete the final Official Statement for purposes of SEC Rule 15c2-12(b)(3) and (4), and will within seven business days after the date of this Agreement furnish to the Underwriter sufficient copies of the Official Statement, one of which will be signed on behalf of the Issuer. The Issuer authorizes the Underwriter to use and distribute the final Official Statement in connection with the Underwriter’s delivery and distribution of the Bonds. The Issuer hereby represents and warrants that During the Preliminary Official Statement was deemed final period ending on the 25th day after the End of the Underwriting Period (or such other period as may be agreed to by the Issuer and the Underwriter), the Issuer shall notify the Underwriter if any event shall occur, or information comes to the attention of the Issuer, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the judgment of the Underwriter or the Issuer, any such event requires that the Official Statement be amended or supplemented, the Issuer and the Underwriter will cooperate in the preparation of either amendments of or supplements to the Official Statement in form and substance mutually agreed upon by the Issuer and the Underwriter so that the Official Statement as so amended or supplemented will not, in light of its date for the circumstances when the Official Statement as so amended or supplemented is delivered to any purchaser or potential customer, be misleading. For purposes of this Agreement, the Rule, except for the omission of such information which is dependent upon the final pricing “End of the Bonds for completionUnderwriting Period” is used as defined in the Rule and shall occur on the later of (i) the Closing Date or (ii) when the Underwriter no longer retains an unsold balance of the Bonds; provided that, all as permitted unless otherwise advised in writing by the Underwriter on or prior to be excluded the Closing Date, or otherwise agreed to by Section (b)(1)the Issuer and the Underwriter, the Issuer may assume that the End of the Underwriting Period is the Closing Date.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Each of the County and the Issuer previously has delivered, or caused to be delivered, to the Underwriter hereby ratifies and approves the Preliminary Official Statement dated October , 2016 2023 (the "“Preliminary Official Statement") ”), and consents to its distribution and use by the Underwriter prior to the date hereof in a "designated electronic format," as defined in connection with the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32")public offering and sale of the Bonds. The Issuer will prepare or cause to be prepared a final County confirms that the Preliminary Official Statement relating to was “deemed final” by the Bonds, which will be (i) dated the County as of its date for purposes of this Bond Purchase Agreement, (ii) complete within the meaning Rule 15c2-12 of the United States Securities and Exchange Commission's Rule 15c2-12, as amended Commission (the "“SEC”) under the Securities Exchange Act of 1934 (the “Rule"”), except for the omission of certain pricing and other information permitted to be omitted by the Rule. Upon acceptance of this offer, the County shall prepare a final Official Statement and shall, within the earlier of seven (iii7) business days following the date hereof or two (2) business days prior to the Closing Date, deliver to the Underwriter electronic and printed copies of such final Official Statement (such final Official Statement, together with any amendment or supplement thereto, being the “Official Statement”) in a "designated electronic format" sufficient format and (iv) substantially quantity as may reasonably be required by the Underwriter in order to comply with the form Rule and any applicable rules of the most recent version of Municipal Securities Rulemaking Board (the “MSRB”). The Official Statement shall be in substantially the same form as the Preliminary Official Statement provided and, except for information permitted by the Rule to have been previously omitted, shall include only such additions, deletions and revisions as are approved by the Underwriter before the execution hereofUnderwriter. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, The County hereby authorizes and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until approves the Official Statement has been prepared and is available for distribution, the Issuer shall provide consents to the Underwriter sufficient quantities use and distribution of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, offering and sale and distribution of the Bonds. The At the time of or prior to the Closing, the Underwriter will file, or cause to be filed, the Official Statement with the MSRB. In addition, each of the County and the Issuer hereby represents approves and warrants that authorizes the Preliminary Underwriter to coordinate the printing of the Official Statement was deemed final by and consents to the Issuer as of its date for purposes electronic distribution of the RuleOfficial Statement, except for including any amendments thereto, in word-searchable PDF format as described in MSRB Rule G-32, and shall provide to the omission of such information which is dependent upon the final pricing Underwriter an electronic copy of the Bonds for completion, all as permitted Official Statement in the word-searchable PDF format no later than one (1) business day prior to be excluded by Section (b)(1)the Closing Date to enable the Underwriter to comply with MSRB Rule G-32.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously Underwriters hereby represent that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating with respect to the Bonds, dated January , 2013 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the “Preliminary Official Statement”). The District represents that it deems the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which will be depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934, as amended (i) dated “Rule 15c2- 12”). By the date execution of this Bond Purchase Agreement, (ii) complete within the meaning of District ratifies the United States Securities and Exchange Commission's Rule 15c2-12, as amended (use by the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy Underwriters of the Preliminary Official Statement.
(b) The District hereby agrees to deliver or cause to be delivered to the Underwriters, within seven business days after the date hereof, copies of the Official Statement, consisting of the Preliminary Official Statement has been prepared with such changes as may be made with the approval of the District and the Underwriters (the “Official Statement”), in such reasonable quantity as the Underwriters shall request. The Underwriters hereby represent that they have received and reviewed the Preliminary Official Statement, and agree that they will provide, consistent with the requirements of Municipal Securities Rulemaking Board (“MSRB”) Rule G-32, for use by the Underwriter delivery of a copy of the Official Statement to each customer who purchases any Bonds during the underwriting period (as such term is defined in MSRB Rule G-11), and to deliver a copy of the Official Statement to a national repository on or before the date of Closing, and otherwise to comply with all applicable statutes and regulations in connection with the public offering, offering and sale and distribution of the Bonds, including, without limitation, MSRB Rule G-32 and Rule 15c2-12.
(c) Each party hereto agrees that it will notify the other party hereto if, within the period from the date of this Purchase Agreement to and including the date which is 25 days following the End of the Underwriting Period (as hereinafter defined), such party discovers any pre-existing or subsequent fact or becomes aware of the occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or counsel to the Underwriters, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such fact or event (or any other event which becomes known to the District or the Underwriters during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to the Underwriters in such numbers as the Underwriters may reasonably request. The Issuer hereby represents District and warrants the Underwriters agree that they will cooperate in the Preliminary Official Statement was deemed final by preparation of any such amendment or supplement. As used herein, the Issuer as of its date for purposes term “End of the Rule, except for Underwriting Period” means the omission later of such information which is dependent upon time as (i) the final pricing District delivers the Bonds to the Underwriters, or (ii) the Underwriters do not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for completionsale to the public. Unless the Underwriters give notice to the contrary, all as permitted the “End of the Underwriting Period” shall be deemed to be excluded by Section the date of the Closing. Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the date of the Closing, and shall specify a date (b)(1)other than the date of the Closing) to be deemed the End of the Underwriting Period.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused County and the Hospital Board hereby consent to be delivered, to and ratify the use and distribution by the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, offering and sale and distribution of the Series 2021 Bonds by the Underwriter, and further confirm the authority of the Underwriter to use, and consent to the use of, the final Official Statement with respect to the Series 2021 Bonds in connection with the public offering and sale of the Series 2021 Bonds. The Issuer County and the Hospital Board hereby represents represent and warrants warrant that the Preliminary Official Statement previously furnished to the Underwriter was “deemed final final” by the Issuer County and the Hospital Board as of its date for purposes of the Rule 15c2-12 of the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Rule”).
(b) The County and the Hospital Board, at their cost, shall provide, or cause to be provided, to the Underwriter within seven business days after the date of this Agreement (or within such shorter period as may be approved by the Underwriter or required by applicable rule) such number of copies of a final Official Statement as reasonably requested by the Underwriter, but in sufficient quantity to permit the Underwriter to comply with paragraph (b)(4) of the Rule, except for the omission of such information which is dependent upon the final pricing Rule G-32 of the Bonds Municipal Securities Rulemaking Board (the “MSRB”), and any other applicable rules of the SEC and the MSRB.
(c) The County and the Hospital Board authorize the Underwriter to file, to the extent required by any applicable SEC or MSRB rule, and the Underwriter agrees to so file, the Official Statement with the MSRB or its designee. If an amended Official Statement is prepared during the “primary offering disclosure period” (as defined below in this Section), and if required by any applicable SEC or MSRB rule, the Underwriter also shall make the required filings of the amended Official Statement. The County and the Hospital Board shall provide the Underwriter with the information necessary to complete MSRB Form G-32 for completion, all as permitted filings to be excluded made under this Section.
(d) The Official Statement may be delivered in printed and a “designated electronic format” as defined in the MSRB’s Rule G-32 and as may be agreed by Section the County and the Hospital Board and the Underwriter. If the Official Statement has been prepared in electronic form, the County and the Hospital Board hereby confirm that they do not object to distribution of the Official Statement in electronic form.
(b)(1e) The County and the Hospital Board shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriter. The County and the Hospital Board covenant to notify the Underwriter promptly if, on or prior to the 25th day after the End of the Underwriting Period (as defined below in this Section), (or such other period as may be agreed to by the County and the Hospital Board and the Underwriter) any event shall occur, or information comes to the attention of the County or the Hospital Board, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and if in the opinion of the Underwriter such event requires the preparation and distribution of a supplement or amendment to the Official Statement, to prepare and furnish to the Underwriter, at the Hospital Board’s expense, such number of copies of the supplement or amendment to the Official Statement, in (i) a “designated electronic format” consistent with the requirements of the MSRB’s Rule G-32 and (ii) a printed format form in substance mutually agreed upon by the County and the Hospital Board and the Underwriter, as the Underwriter may reasonably request. If such notification shall be given subsequent to the Closing Date, the County and the Hospital Board also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriter may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
(f) For purposes of this Agreement:
(i) the “End of the Underwriting Period” is used as defined in the Rule and shall occur on the Closing; and
(ii) the “Primary Offering Disclosure Period” is used as defined in MSRB Rule G-32 and shall end on the 25th day after the Closing.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredCity ratifies, or caused to be delivered, to approves and confirms the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version distribution of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as dated (together with the "Official Statement." Until the Official Statement has been prepared appendices thereto, any documents incorporated therein by reference, and is available for distributionany supplements or amendments thereto, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter ”), in connection with the public offering, offering and sale and distribution of the BondsBonds by the Underwriters prior to the availability of the Official Statement. The Issuer hereby City represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 promulgated by the RuleSecurities and Exchange Commission under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for the omission of such information which is dependent upon the final pricing offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings and other terms of the Bonds depending on such matters. The City shall provide the Underwriters, within 7 business days after the date hereof (but in any event at least 2 business days prior to the Closing Date) with a reasonable number of copies of the Official Statement in the form of the Preliminary Official Statement with such changes thereto as are necessary to reflect the sale of the Bonds or as have been approved by the Representative (which approval shall not be unreasonably withheld), as requested by the Representative, for completiondistribution. The City authorizes and approves the distribution by the Underwriters of the Official Statement in connection with the offering and sale of the Bonds. The City authorizes the Representative to file, all and the Representative ▇▇▇▇▇▇ agrees to file at or prior to the Closing Date, the Official Statement with the Municipal Securities Rulemaking Board Rule G-32 (“MSRB”), or its designees. The City shall prepare the Official Statement, including any amendments thereto, in word-searchable PDF format as permitted described in the MSRB’s Rule G-32 and shall provide the electronic copy of the word-searchable PDF format of the Official Statement to be excluded by Section (b)(1)the Underwriters in compliance with this Section.
Appears in 1 contract
Sources: Purchase Contract
Official Statement. (a) The Issuer previously Underwriter hereby represents that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement with respect to the Series 2024 Bonds, dated [ ], 2016 2024 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"”). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of District represents that it deems the Preliminary Official Statement provided to be final as of its date, except for either revisions or additions to the Underwriter before offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Series 2024 Bonds which depend upon the foregoing as provided in and pursuant to the Rule. By the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distributionof this Purchase Agreement, the Issuer shall provide to District ratifies the use by the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The District hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement has been prepared for use with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriter in connection order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the public offering, sale and distribution rules of the MSRB; provided, however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and pay the Purchase Price for the Series 2024 Bonds. The Issuer hereby represents and warrants Underwriter agrees that prior to the time the final Official Statement relating to the Series 2024 Bonds is available, the Underwriter will send to any potential purchaser of the Series 2024 Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement was deemed final shall be sent by first class mail (or other equally prompt means) not later than the Issuer as first business day following the date upon which each such request is received.
(c) The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system.
(d) Each party hereto agrees that it will notify the other party hereto if, within the period from the date of its this Purchase Agreement to and including the date for purposes which is 25 days following the End of the RuleUnderwriting Period (as hereinafter defined), except for such party discovers any pre-existing or subsequent fact or becomes aware of the omission occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such information fact or event (or any other event which is dependent upon becomes known to the final pricing District or the Underwriter during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to the Underwriter in such numbers as the Underwriter may reasonably request. The District and the Underwriter agree that they will cooperate in the preparation of any such amendment or supplement. As used herein, the term “End of the Underwriting Period” means the later of such time as (i) the District delivers the Series 2024 Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Series 2024 Bonds for completionsale to the public. Unless the Underwriter gives notice to the contrary, all as permitted the “End of the Underwriting Period” shall be deemed to be excluded by Section the date of Closing. Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the date of Closing, and shall specify a date (b)(1)other than the date of Closing) to be deemed the End of the Underwriting Period.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Underwriter, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriter for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated , 2018, relating to the Bonds (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds”). The Issuer hereby represents and warrants that Successor Agency deems the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriter, at the Successor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information which is dependent upon the final pricing previously permitted to be omitted by Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for completionthe time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at ▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇), and to take any and all as permitted other actions necessary to be excluded by Section (b)(1)comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously Underwriter hereby represents that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to dated [ ], 2021 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of ”). The District represents that it deems the Preliminary Official Statement (to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which may be depend upon the foregoing as provided in electronic form) as and pursuant to the Rule. By the execution of this Purchase Agreement, the District ratifies the use by the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The District hereby agrees to deliver or cause to be delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement has been prepared for use with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriter in connection order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the public offeringrules of the MSRB; provided, sale however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and distribution of pay for the Bonds. The Issuer hereby represents and warrants Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement was deemed final shall be sent by first class mail (or other equally prompt means) not later than the Issuer as first business day following the date upon which each such request is received.
(c) The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system.
(d) Each party hereto agrees that it will notify the other party hereto if, within the period from the date of its this Purchase Agreement to and including the date for purposes which is 25 days following the End of the RuleUnderwriting Period (as hereinafter defined), except for such party discovers any pre-existing or subsequent fact or becomes aware of the omission occurrence of any event, in any such case which might cause the Official Statement (as the same may have been theretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter, the preparation and publication of a supplement or amendment to the Official Statement is, as a result of such information fact or event (or any other event which is dependent upon becomes known to the final pricing District or the Underwriter during such period), necessary so that the Official Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the District shall, at its expense, supplement or amend the Official Statement in such a manner so that the Official Statement, as so supplemented or amended, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and furnish copies of such supplement or amendment to the Underwriter in such numbers as the Underwriter may reasonably request. The District and the Underwriter agree that they will cooperate in the preparation of any such amendment or supplement. As used herein, the term “End of the Underwriting Period” means the later of such time as (i) the District delivers the Bonds to the Underwriter, or (ii) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for completionsale to the public. Unless the Underwriter gives notice to the contrary, all as permitted the “End of the Underwriting Period” shall be deemed to be excluded by Section the Closing Date (b)(1as defined herein). Any notice delivered pursuant to this provision shall be written notice delivered to the District at or prior to the Closing Date, and shall specify a date (other than the Closing Date) to be deemed the End of the Underwriting Period.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the A Preliminary Official Statement Statement, dated August , 2016 2007 (including the cover page and all appendices, exhibits and statements thereon or attached thereto, being herein called the "Preliminary Official Statement") in a "designated electronic format," and, with such changes as defined in are accepted by the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the BondsUnderwriter, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is being herein referred to as called the "Official Statement." Until the Official Statement "), has been prepared and is available for distribution, the Issuer shall provide delivered to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offeringBonds. The City also agrees to deliver to the Underwriter, at the City’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Securities and Exchange Commission Rule 15c2-12(b)(5) (the “Rule”) and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. The City agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof. By acceptance of this Bond Purchase Contract, the City hereby authorizes the use of copies of the Preliminary Official Statement and the Official Statement in connection with the offering and sale and distribution of the Bonds. The Issuer hereby represents and warrants that Underwriter agrees to promptly file a copy of the Preliminary final Official Statement was deemed final Statement, including any supplements prepared by the Issuer as City, with a nationally recognized municipal securities information repository, and to take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of its date for purposes the Bonds to the ultimate purchasers thereof. In connection with the issuance of the Bonds, and in order to assist the Underwriter in complying with the Rule, except for the omission City, on behalf of such information which is dependent upon itself and the final pricing District, will execute a Continuing Disclosure Certificate (the “City Continuing Disclosure Certificate”) dated the date of issuance of the Bonds for completionBonds. In addition, all and also to assist the Underwriter in complying with the Rule, the City shall cause one or more property owners in the District (collectively, the “Developers”) to execute Continuing Disclosure Certificates (collectively, the “Developer Continuing Disclosure Certificates”) dated the Closing Date (as permitted to be excluded by Section (b)(1defined below).
Appears in 1 contract
Sources: Bond Purchase Contract
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriters promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Representative, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriters for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated _____________, 2017, relating to the Bonds (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds”). The Issuer hereby represents and warrants that Successor Agency deems the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriters, at the Successor Agency’s sole cost and at such address as the Underwriters shall specify, as many copies of the Official Statement as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information which is dependent upon the final pricing previously permitted to be omitted by Rule 15c2-12. The Underwriters agree to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for completionthe time period required under Rule 15c2-12. The Underwriters also agree to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriters, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at ▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇), and to take any and all as permitted other actions necessary to be excluded by Section (b)(1)comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously Underwriter hereby represents that it has delivered, or caused to be delivered, to the Underwriter received and reviewed the Preliminary Official Statement with respect to the Bonds, dated , 2016 2014 (as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, the "“Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"”). The Issuer will prepare District represents that it deems the Preliminary Official Statement to be final as of its date, except for either revisions or additions to the offering price(s), interest rate(s), yield(s) to maturity, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, rating(s) and other terms of the Bonds which depend upon the foregoing as provided in and pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”). By the execution of this Purchase Agreement, the District ratifies the use by the Underwriter of the Preliminary Official Statement. The District hereby agrees to deliver or cause to be prepared delivered to the Underwriter, not later than the seventh (7th) business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriter and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto, and as disseminated in its printed physical form or in electronic form in all respects materially consistent with such physical form, being herein called the “Official Statement”) in such quantities as may be requested by the Underwriter in order to permit the Underwriter to comply with paragraph (b)(4) of the Rule and with the rules of the MSRB; provided, however, that the failure of the District to comply with this requirement due solely to the acts of the Underwriter, its counsel or agents, shall not be considered cause for the Underwriter to refuse to accept delivery of and pay for the Bonds. The Underwriter agrees that prior to the time the final Official Statement relating to the Bonds is available, the Underwriter will send to any potential purchaser of the Bonds, upon the request of such potential purchaser, a copy of the most recent Preliminary Official Statement. Such Preliminary Official Statement shall be sent by first class mail (or other equally prompt means) not later than the first business day following the date upon which each such request is received. The Underwriter agrees to file the Official Statement with the MSRB through its Electronic Municipal Market Access system. Each party hereto agrees that it will be (i) dated notify the other party hereto if, within the period from the date of this Bond Purchase Agreement, (ii) complete within Agreement to and including the meaning date which is 25 days following the End of the United States Securities and Exchange Commission's Rule 15c2-12, Underwriting Period (as amended (the "Rule"hereinafter defined), (iii) in a "designated electronic format" and (iv) substantially in the form such party discovers any pre-existing or subsequent fact or becomes aware of the most recent version occurrence of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statementany event, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until in any such case which might cause the Official Statement has (as the same may have been prepared and is available for distributiontheretofore supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, in the written opinion of the District or the Underwriter, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, preparation and publication of a copy of the Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of the Rule, except for the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)supplement or
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredCity ratifies, or caused to be delivered, to approves and confirms the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version distribution of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as dated , 2020 (together with the "Official Statement." Until the Official Statement has been prepared appendices thereto, any documents incorporated therein by reference, and is available for distributionany supplements or amendments thereto, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter ”), in connection with the public offering, offering and sale and distribution of the BondsBonds by the Underwriter prior to the availability of the Official Statement. The Issuer hereby City represents and warrants that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 promulgated by the RuleSecurities and Exchange Corporation under the Securities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for the omission of such information which is dependent upon the final pricing offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings and other terms of the Bonds depending on such matters. The City shall provide the Underwriter, within 7 business days after the date hereof (but in any event at least 2 business days prior to the Closing Date (as defined herein)) with a reasonable number of copies of the Official Statement in the form of the Preliminary Official Statement with such changes thereto as have been approved by the Underwriter (which approval shall not be unreasonably withheld), as requested by the Underwriter, for completiondistribution. The City authorizes and approves the distribution by the Underwriter of the Official Statement in connection with the offering and sale of the Bonds. The City authorizes the Underwriter to file, all and the Underwriter hereby agrees to file at or prior to the Closing Date (as permitted defined herein), the Official Statement with Municipal Securities Rulemaking Board Rule G-32 (the “MSRB”), or its designees. The Official Statement, including the appendices thereto, any documents incorporated therein by reference, and any supplements or amendments thereto on or prior to be excluded by Section (b)(1)the Closing Date is herein referred to as the “Official Statement.”
Appears in 1 contract
Sources: Purchase Contract
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriters promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Representative, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriters for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated 2014 relating to the Bonds (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds”). The Issuer hereby represents and warrants that Successor Agency deems the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriters, at the Successor Agency’s sole cost and at such address as the Underwriters shall specify, as many copies of the Official Statement as the Underwriters shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2-12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information which is dependent upon the final pricing previously permitted to be omitted by Rule 15c2-12. The Underwriters agree to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for completionthe time period required under Rule 15c2-12. The Underwriters also agree to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriters, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at ▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇), and to take any and all as permitted other actions necessary to be excluded by Section (b)(1)comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Successor Agency shall deliver or cause to be prepared a final delivered to the Underwriter promptly after acceptance of this Bond Purchase Agreement copies of the Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreementhereof (which, (ii) complete within together with all exhibits and appendices included therein or attached thereto and with such amendments or supplements thereto which shall be approved by the meaning of Underwriter, the United States Securities and Exchange Commission's Rule 15c2-12, as amended (“Official Statement”). The Successor Agency authorizes the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page theretoand Appendices thereto and the information contained therein, all exhibitsto be used in connection with the sale of the Bonds and ratifies, schedulesconfirms and approves the use and distribution by the Underwriter for such purpose, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect prior to the Bondsdate hereof, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated , 2019 relating to the Bonds (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) The Preliminary Official Statement has been prepared for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds”). The Issuer hereby represents and warrants that Successor Agency deems the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes of Rule 15c2-12 under the RuleSecurities Exchange Act of 1934, as amended (“Rule 15c2-12”), except for information allowed to be omitted by Rule 15c2-12. The Successor Agency also agrees to deliver to the omission Underwriter, at the Successor Agency’s sole cost and at such address as the Underwriter shall specify, as many copies of the Official Statement as the Underwriter shall reasonably request as necessary to comply with paragraph (b)(4) of Rule 15c2- 12, with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board. At least one copy of the Official Statement shall be in word searchable portable document format (PDF). The Successor Agency agrees to deliver such copies of the Official Statement within seven (7) business days after the date hereof, but in any event no later than the Closing Date. The Official Statement shall contain all information which is dependent upon previously permitted to be omitted from the final pricing Preliminary Official Statement by Rule 15c2-12. The Underwriter agrees to deliver or cause to be delivered to each purchaser of the Bonds from it, upon request, a copy of the Official Statement, for completionthe time period required under Rule 15c2-12. The Underwriter also agrees to promptly file a copy of the final Official Statement, including any supplements prepared by the Successor Agency and delivered to the Underwriter, with a nationally recognized municipal securities information repository (currently, the Electronic Municipal Market Access System (referred to as “EMMA”), a facility of the Municipal Securities Rulemaking Board, at ▇▇▇.▇▇▇▇.▇▇▇▇.▇▇▇), and to take any and all as permitted other actions necessary to be excluded by Section (b)(1)comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules governing the use of the Official Statement in connection with offering, sale and delivery of the Bonds to the ultimate purchasers thereof.
Appears in 1 contract
Sources: Bond Purchase Agreement
Official Statement. (a) The Issuer previously has deliveredAuthority shall provide, or caused cause to be deliveredprovided, to the Underwriter Underwriters within seven business days after the Preliminary date of this Contract of Purchase (or within such shorter period as may be agreed by the Authority and the Underwriters or required by applicable rule), the number of executed counterparts of the Official Statement dated , 2016 and conformed copies of a final Official Statement in sufficient quantity to permit the Underwriters to comply with the SEC Rule 15c2-12 and other applicable rules of the Securities and Exchange Commission (the "Preliminary Official Statement"“SEC”) in a "designated electronic format," as defined in and the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated the date of this Bond Purchase Agreement, (ii) complete within the meaning of the United States Securities and Exchange Commission's Rule 15c2-12, as amended Board (the "Rule"“MSRB”), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Bonds, is herein referred to as the "Official Statement." Until the Official Statement has been prepared and is available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement.
(b) The Authority authorizes the Underwriters to file, to the extent required by applicable SEC or MSRB rule, and the Underwriters agree to file or cause to be filed, the Official Statement with the MSRB’s Electronic Municipal Market Access (EMMA) system. If an amended Official Statement is prepared in accordance with Section 4(d) during the “new issue disclosure period,” and if required by applicable SEC or MSRB rule, the Underwriters also shall make the required filings of the amended Official Statement.
(c) The Preliminary Official Statement, dated , 2025, related to the Bonds (the “Preliminary Official Statement”) and the Official Statement has been prepared for use may be delivered in printed or electronic form to the extent permitted by applicable rules of the MSRB and as may be agreed by the Underwriter Authority and the Underwriters.
(d) During the period ending on the 25th day after the End of the Underwriting Period (as hereinafter defined) (or such other period as may be agreed to by the Authority and the Underwriters), the Authority (i) shall not supplement or amend the Official Statement or cause the Official Statement to be supplemented or amended without the prior written consent of the Underwriters and (ii) shall notify the Underwriters promptly if any event shall occur, or information comes to the attention of the Authority, that is reasonably likely to cause the Official Statement (whether or not previously supplemented or amended) to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in connection with the public offeringlight of the circumstances under which they were made, sale not misleading. If, in the opinion of the Underwriters, such event requires the preparation and distribution of a supplement or amendment to the Official Statement, the Authority shall prepare and furnish to the Underwriters, at the Authority’s expense, such number of copies of the supplement or amendment to the Official Statement, in form and substance mutually agreed upon by the Authority and the Underwriters, as the Underwriters may reasonably request. If such notification shall be given subsequent to the Closing Date, the Authority also shall furnish, or cause to be furnished, such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably deem necessary to evidence the truth and accuracy of any such supplement or amendment to the Official Statement.
(e) For purposes of this Contract of Purchase:
(i) the “End of the Underwriting Period” is used as defined in Rule 15c2-12 and shall occur on the later of (A) the Closing Date or (B) when the Underwriters no longer retains an unsold balance of the Bonds. The Issuer hereby represents ; unless otherwise advised in writing by the Underwriters on or prior to the Closing Date, or otherwise agreed to by the Authority and warrants the Underwriters, the Authority may assume that the Preliminary Official Statement was deemed final by the Issuer as of its date for purposes End of the RuleUnderwriting Period is the Closing Date, except for and (ii) the omission of such information which “new issue disclosure period” is dependent upon used as defined in MSRB Rule G-32 and shall end on the final pricing of 25th day after the Bonds for completion, all Closing (as permitted to be excluded by Section (b)(1defined herein).
Appears in 1 contract
Sources: Contract of Purchase
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare Borrower shall deliver or cause to be prepared a final delivered to us, promptly upon the completion thereof, copies of the Official Statement of the Borrower relating to the Series 2020 Bonds, which will be dated on or about , 2020 (i) dated the date of this Bond Purchase Agreement, (ii) complete within “Official Statement”). In connection with the meaning offering and sale of the United States Securities and Exchange Commission's Rule 15c2-12Series 2020 Bonds, as amended (the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in Borrower authorizes the form use by the Underwriter of copies of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including the cover page thereto, all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, and statements included or incorporated therein or attached thereto, and all amendments and supplements thereto that may be authorized for use with respect to the Series 2020 Bonds, is herein referred to as together with copies of the "Official Statement." Until the Official Statement has been prepared and is available for distributionResolution, the Issuer shall provide Indenture, and the other documents described therein. The Borrower hereby ratifies and consents to the Underwriter sufficient quantities of the Preliminary Official Statement (which may be in electronic form) as use by the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the Preliminary Official Statement, dated , 2020 (the “Preliminary Official Statement”) and the Official Statement in connection with the offer and sale of the Series 2020 Bonds.
(b) The Preliminary Borrower, pursuant to Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), agrees to deliver to the Underwriter, at such addresses as the Underwriter shall specify, as many copies of the Official Statement has been prepared for use by as the Underwriter in connection shall reasonably request as necessary to comply with the public offering, sale and distribution paragraph (b)(4) of the BondsRule and with Rule G-32 and all other applicable rules of the Municipal Securities Rulemaking Board (the “MRSB”). The Issuer hereby represents Borrower agrees to deliver such Official Statements within seven (7) business days after the execution of this Purchase Agreement.
(c) The Underwriter shall give notice to the Issuer, the Borrower, and warrants that any additional “issuer” on the Preliminary date after which no participating underwriter, as such term is defined in the Rule, remains obligated to deliver Official Statement was deemed final by the Issuer as of its date for purposes Statements pursuant to paragraph (b)(4) of the Rule, except for .
(d) The Underwriter agrees from the omission time the Official Statement becomes available until the earlier of such information which is dependent upon (i) ninety (90) days from the final pricing end of the Bonds for completionunderwriting period or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, all as permitted but in no case less than twenty-five (25) days following the end of the underwriting period, to send or cause to be excluded sent no later than the next business day, by Section (b)(1)first class mail or other equally prompt means to any potential customer, on request, at least one copy of the Official Statement, as most recently supplemented or amended.
Appears in 1 contract
Sources: Purchase Agreement
Official Statement. (a) The Issuer previously has delivered, or caused to be delivered, City will deliver to the Underwriter the Preliminary Official Statement dated , 2016 (the "Preliminary Official Statement") in a "designated electronic format," as defined in the Municipal Securities Rulemaking Board's ("MSRB") Rule G-32 ("Rule G-32"). The Issuer will prepare or cause to be prepared a final Official Statement relating to the Bonds, which will be (i) dated within seven business days after the date of this Bond Purchase Agreementhereof, (ii) complete or within the meaning sufficient time to accompany any confirmation that requests payment from any customer of the United States Securities and Exchange Commission's Rule 15c2-12Underwriter, as amended (whichever comes first, the "Rule"), (iii) in a "designated electronic format" and (iv) substantially in the form of the most recent version of the Preliminary Official Statement provided to the Underwriter before the execution hereof. Such final Official Statement, including dated as of the date hereof, relating to the Bonds (which, together with the cover page theretopage, and all exhibits, schedules, appendices, maps, charts, pictures, diagrams, reports, reports and statements included or incorporated therein or attached thereto, thereto and all any amendments and supplements thereto that may be authorized for use with respect to the Bonds, is Bonds are herein referred to as called the "“Official Statement." Until ”) executed on behalf of the City by a duly authorized representative thereof in such quantity that the Underwriter may reasonably request to enable the Underwriter to provide the Official Statement has been prepared to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board (the “MSRB”) and the Securities and Exchange Commission (the “SEC”). The Issuer and the City consent to the use by the Underwriter prior to the date upon which the Official Statement is executed and available for distribution, the Issuer shall provide to the Underwriter sufficient quantities of the Preliminary Official Statement dated April [20], 2022 (which may be in electronic form) as the Underwriter deems necessary to satisfy the obligation of the Underwriter under the Rule with respect to distribution to each potential customer, upon request, of a copy of the “Preliminary Official Statement.
(b) ”). The Preliminary Official Statement has been prepared by the City for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants Underwriter confirms that it has reviewed the Preliminary Official Statement was deemed final in accordance with the requirements of the Rule.
(b) For purposes of Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12 (as in effect and interpreted from time to time, the “Rule”), the Issuer and the City have deemed the Preliminary Official Statement, as of its date, the final official statement, with certain omissions therein as permitted by the Rule to be completed in connection with the pricing of the Bonds. The Issuer and the City approve the Official Statement. Notwithstanding the foregoing, (i) the Issuer’s representations hereunder are limited to those portions of the Preliminary Official Statement under the captions, “INTRODUCTION – The Board,” “THE BOARD” and “LITIGATION – The Board” and (ii) the City’s representations hereunder do not include those portions of the Preliminary Official Statement under the captions, “INTRODUCTION – The Board,” “THE BOARD” and “LITIGATION – The Board.” The Issuer and the City agree to provide to the Underwriter all information concerning the Issuer and the City, respectively, necessary to comply with the requirements of the Rule. The City represents and warrants to the Underwriter that it has all required approvals and consents necessary for the inclusion of the audit report of ▇▇▇▇▇ ▇▇▇▇▇ LLP as Appendix B to the Preliminary Official Statement and the Official Statement.
(c) The Issuer and the City represent that their respective governing bodies have authorized the Official Statement to be used by the Underwriter in connection with the public offering and the sale of the Bonds. Each of the Issuer and the City hereby confirms that it does not object to the distribution of the Official Statement in electronic form.
(d) If, after the date of this Agreement to and including the date the Underwriter is no longer required to provide an Official Statement to potential customers who request the same pursuant to the Rule (the earlier of (i) 90 days from the “end of the underwriting period” (as defined in the Rule) and (ii) the time when the Official Statement is available to any person from the MSRB, but in no case less than 25 days after the “end of the underwriting period” for the Bonds), the Issuer or the City becomes aware of any fact or event which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Issuer or the City, as applicable, will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish, at the City’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent to the Closing Date (as defined in Section 7), the City shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. The obligations of the Issuer set forth in this paragraph shall not require the Issuer to monitor the business and affairs of the City. In connection with the foregoing, the Issuer will only be required to prepare and furnish amendments or supplements, at the expense of the City, relating to information under the captions “THE BOARD” and “LITIGATION – The Board” in the Official Statement.
(e) The Underwriter hereby agrees to file the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Issuer and the City can assume that the “end of the underwriting period” for purposes of the Rule, except for Rule is the omission of such information which is dependent upon the final pricing of the Bonds for completion, all as permitted to be excluded by Section (b)(1)Closing Date.
Appears in 1 contract
Sources: Bond Purchase Agreement