Purchase and Sale of the Certificates Sample Clauses

The 'Purchase and Sale of the Certificates' clause defines the terms under which one party agrees to sell, and the other agrees to buy, specific certificates, which may represent interests in assets or securities. This clause typically outlines the quantity, price, and timing of the transaction, as well as any conditions that must be met before the sale is completed. Its core function is to establish a clear and binding agreement regarding the transfer of certificates, ensuring both parties understand their obligations and reducing the risk of disputes over the transaction.
Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriters hereby agree to purchase from the Corporation, and the Corporation hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the “Certificates of Participation, Series 2023” (the “Certificates”), evidencing assignments of proportionate interests in rights to receive certain Lease Revenues (as defined in the hereinafter defined Lease), under the Lease. The District and the Corporation acknowledge and agree that: (i) the primary role of the Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm ’s-length commercial transaction between the Corporation and the Underwriters and that the Underwriters have financial and other interests that differ from those of the District or the Corporation; (ii) the transactions contemplated by this Agreement are arm’s length, commercial transactions between the District, the Corporation and the Underwriters in which each of the Underwriters is acting solely as a principal and is not acting as a municipal advisor, financial advisor or fiduciary to the District or the Corporation; (iii) the Underwriters have not assumed any advisory or fiduciary responsibility to the District or the Corporation with respect to the transactions contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether any of the Underwriters have provided other services or are currently providing other services to the District or the Corporation on other matters); (iv) the only obligations the Underwriters have to the District and the Corporation with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the District and the Corporation have consulted their own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent they deem appropriate. If the District or the Corporation would like a municipal advisor in this transaction that has legal fiduciary duties to the District or the Corporation, as applicable, then it is free to engage a municipal advisor to serve in that capacity. The principal amount of the Certificates to be executed and delivered pursuant to the Indenture, the dated date therefor, the maturities, the mandatory sinking fund, optional and extraordinary mandatory redemption provisions with respect to the Certifi...
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Purchase and Sale of the Certificates. On the terms and subject to the conditions set forth in this Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Transferor agrees to sell, transfer and deliver to the Purchaser, at the Closing, and the Purchaser agrees to purchase from the Transferor, at the Closing, the Certificates.
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Purchase and Sale of the Certificates. Subject to the terms and conditions hereof and on the basis of the representations, warranties and agreements set forth herein, the Placement Agent hereby agrees to purchase from Centerline the principal amount of the Certificates set forth on Schedule I hereto (the completion of such purchase and sale being herein sometimes called the “Closing”). The Certificates of each Series will represent undivided interests in a pool of assets (each, a “Series Pool”) to be formed by ▇▇▇▇▇▇▇ Mac. Each Series Pool will consist of the assets (the “Assets”) delivered to ▇▇▇▇▇▇▇ Mac in exchange for the Certificates (and related classes of certificates) pursuant to that certain Bond Exchange and Sale Agreement dated as of December 1, 2007 (the “Bond Exchange and Sale Agreement”) among ▇▇▇▇▇▇▇ Mac, the transferors identified therein (the “Transferors”) and Centerline Sponsor 2007-1 Securitization, LLC (the “Sponsor”). The consideration for the Certificates shall be the purchase price (the “Purchase Price”), together with accrued interest at the initial interest rate thereon (the “Initial Interest Rate”) from December 1, 2007 to but not including the Closing Date (as hereinafter defined), each as identified on Schedule I . The Certificates will be issued pursuant to three Series Certificate Agreements, each dated as of December 1, 2007, as supplemented by the Standard Terms of the Series Certificate Agreement, each dated as of December 1, 2007 (together, the “Series Certificate Agreements”). Unless otherwise defined herein or the context clearly requires otherwise, all capitalized terms in this Certificate Placement Agreement shall have the respective meanings ascribed to them in the Series Certificate Agreements.
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Purchase and Sale of the Certificates. On the terms and subject to the conditions set forth in this Certificate Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, during the Commitment Period (i) the Seller from time to time may offer to sell Series 1999-1 Certificates to the Administrative Agent, on behalf of the Purchasers; and (ii) (a) the Administrative Agent, on behalf of the Conduit Purchasers, may elect to purchase such offered Series 1999-1 Certificates, and (b) the Administrative Agent, on behalf of the Committed Purchasers, shall purchase each such offered Series 1999-1 Certificate that the Administrative Agent is not purchasing on behalf of the Conduit Purchasers.
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Purchase and Sale of the Certificates. Subject to the terms and conditions and in reliance upon the representations, warranties, and agreements set forth herein, the Underwriters hereby agree, jointly and severally, to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver to the Underwriters, all, but not less than all, of the Issuer’s $22,715,000 Certificates of Obligation, Series 2023 (the “Certificates”). The principal amount of the Certificates to be issued, the dated date therefor, the maturities, redemption provisions, initial yields, and interest rates per annum are set forth in Schedule I attached hereto. The Certificates shall otherwise have such terms and provisions as set forth and as described in and shall be issued and secured under and pursuant to the provisions of the order authorizing the issuance of the Certificates adopted by the Commissioners Court of the Issuer on June 27, 2023 (the “Order”). The purchase price for the Certificates shall be $25,179,578.22 (representing the principal amount of the Certificates, plus an original issue premium of $2,579,475.05 and less an underwriting discount of $114,896.83). Delivered to the Issuer herewith as a good faith deposit is a corporate check of the Representative payable to the order of the Issuer in the amount of $222,950. In the event the Issuer accepts this Contract, such check shall be held uncashed by the Issuer until the time of Closing, at which time such check shall be returned uncashed to the Representative. In the event that the Issuer does not accept this Contract, such check will be immediately returned to 136166813.4/1001253916 the Representative. Should the Issuer fail to deliver the Certificates at the Closing, or should the Issuer be unable to satisfy the conditions of the obligations of the Underwriters to purchase, accept delivery of and pay for the Certificates, as set forth in this Contract (unless waived by the Representative), or should such obligations of the Underwriters be terminated for any reason permitted by this Contract, such check shall immediately be returned to the Representative. In the event that the Underwriters fail (other than for a reason permitted hereunder) to purchase, accept delivery of and pay for the Certificates at the Closing as herein provided, such check shall be cashed and the amount thereof retained by the Issuer as and for fully liquidated damages for such failure of the Underwriters, and, except as set forth in Sections 4, 8, and 10 hereof, no party shall have...
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Purchase and Sale of the Certificates. (a) On the terms and subject to the conditions set forth in this Certificate Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, the Transferor may, at its option, offer to sell to each Managing Agent, on behalf of its respective Conduit Purchaser(s), and each Conduit Purchaser may elect to purchase on the Closing Date, a Certificate having a Certificate Initial Invested Amount and with a Group Purchase Limit as set forth in Schedule 1. (b) On the terms and subject to the conditions set forth in this Certificate Purchase Agreement, and in reliance on the covenants, representations, warranties and agreements herein set forth, if any Conduit Purchaser chooses not to purchase (through its related Managing Agent) a Certificate, the applicable Alternate Transferee(s) in such Conduit Purchaser’s Ownership Group shall purchase (through the related Managing Agent) on the Closing Date such Certificate for a purchase price equal to its Percentage (allocable to such Conduit Purchaser by the Managing Agent if there is more than one SPRC in the related Ownership Group) of the Certificate Initial Invested Amount of the Certificate related to its Ownership Group. (c) On the Closing Date, the Certificates shall be issued for each Ownership Group in the name of such Ownership Group’s Managing Agent and in a maximum principal amount equal to such Ownership Group’s Group Purchase Limit. The Certificates shall be issued in typewritten form, executed by a Responsible Officer of the Transferor. The Administrative Agent (as to all of the Ownership Groups) and each Managing Agent (as to each Owner in its related Ownership Group) shall record any subsequent increases and decreases to each Ownership Group’s Group Purchase Limit. Such increases and decreases shall be accounted for pro rata among the Ownership Groups and, in the event a discrepancy exists between the records of the Administrative Agent and a Managing Agent, the Administrative Agent’s records shall control. 11
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Purchase and Sale of the Certificates 
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Related to Purchase and Sale of the Certificates

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below). (b) The Issuer acknowledges and agrees that the Underwriters may offer and sell Notes to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Notes purchased by it to or through any Underwriter. (c) The Issuer understands that the Underwriters intend to make a public offering of the Notes as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Notes on the terms set forth in the Time of Sale Information. (d) The Issuer and each Guarantor acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer and each Guarantor with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Issuer, any Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter are advising the Issuer, any Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer and each Guarantor shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor any other Underwriter shall have any responsibility or liability to the Issuer or any Guarantor with respect thereto. Any review by the Representatives or any Underwriter of the Issuer, any Guarantor, and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Issuer, any Guarantor or any other person. The Issuer agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Issuer, in connection with such transactions or the process leading thereto.

  • Purchase and Sale of the Private Placement Units (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 90,000 Private Placement Units at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $900,000 (the “Purchase Price”). The Purchaser shall pay, at least one (1) business day prior to the IPO Closing Date, the Purchase Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account (the “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions. On the IPO Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form. (ii) On the date of the consummation of the closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 7,500 Private Placement Units (or, to the extent the over-allotment option is not exercised in full, a lesser number of Private Placement Units in proportion to the portion of the over-allotment option that is then exercised) at a price of $10.00 per Private Placement Unit for an aggregate purchase price of up to $75,000 (if the over-allotment option is exercised in full) (the “Over-allotment Purchase Price”). The Purchaser shall pay the Over-allotment Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available funds to the Company or the Trust Account (as set forth in the wire instructions), at least one (1) business day prior to the applicable Over-allotment Closing Date. On each Over-allotment Closing Date, subject to receipt of funds pursuant to the immediately prior sentence, the Company shall effect such delivery in book-entry form.