Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions: (a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]; (b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented; (c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect; (d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing: (i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18 (ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5 (iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; (iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect; (v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect; (vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; (ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; (x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or (xi) Any rating of the 20__ Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.
Appears in 9 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 [YEAR] Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series [YEAR] Mortgage Loans), the Resolutions Resolutions, the [Freddie Mac][Xxxxxx Xxx] [YEAR] Standby Credit Enhancement Agreement, the HDC Loan Funding Agreement and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 [YEAR] Series Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18[YEAR] Series Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 [YEAR] Series Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5[YEAR] Series Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 [YEAR] Bonds, or the sale, offering or issuance of the 20 [YEAR] Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 [YEAR] Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds; or
(xi) Any rating of the 20__ [YEAR] Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 Series 2022A Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] Underwriters of the documents set forth in Section 6(m7(o) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions Resolution shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement Statement, the Resolution, the Indenture and the other Transaction Documents and Program Documents shall be in full force and effect and shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effectRepresentative;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Series 2022A Bonds;
(ivii) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Series 2022A Bonds, or the sale, offering or issuance of the 20 Series 2022A Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(viii) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Series 2022A Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(viiv) Any event shall have occurred, or information become known, which, in the Underwriter[s]Underwriters’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(viiv) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viiivi) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Series 2022A Bonds;
(ixvii) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Series 2022A Bonds;
(xviii) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Series 2022A Bonds; or
(xiix) Any rating of the 20__ Series 2022A Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Series 2022A Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s];
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18Bonds;]16
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;; 16 For tax-exempt Bonds only.
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or
(xi) Any rating of the 20__ Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 2020 Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the 2020 Mortgage Loans (including the 20 Series Mortgage Loans)Loan, the Resolutions Resolutions, the Xxxxxx Xxx Standby Credit Enhancement Instrument and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2020 Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]182020 Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2020 Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]52020 Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2020 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 2020 Bonds, or the sale, offering or issuance of the 20 2020 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 2020 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2020 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2020 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2020 Bonds; or
(xi) Any rating of the 20__ 2020 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2020 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s];
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable 17F opinion, materially adversely affects the market price of the 20 Bonds;]18Bonds;] 18
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or
(xi) Any rating of the 20__ 20 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s];
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any 18 For tax-exempt Bonds only. other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or
(xi) Any rating of the 20__ Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]’ obligations hereunder to purchase and pay for the 20 Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s];
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, 17F materially adversely affects the market price of the 20 Bonds;]18Bonds;] 18
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 20__ Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in 18 For tax-exempt Bonds only. effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or
(xi) Any rating of the 20__ 20 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 Series 2024 Tax-Exempt Bonds shall be subject to the performance by you of your obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your representations and warranties contained herein and the receipt by the Underwriter[s] Underwriters of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions Indenture shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Underwriters;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, Closing the Official Statement and the Transaction Documents shall be in full force and effect and shall be in the form approved by the Underwriter[s], and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series Mortgage Loans), the Resolutions and this Bond Purchase Agreement that have been entered into shall be in full force and effectUnderwriters;
(d) We may terminate this Bond Purchase Agreement by notification in writing to you if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which in the Underwriters’ reasonable opinion materially adversely affects the market price of the House of Representatives Series 2024 Tax-Exempt Bonds;
(ii) A stop order, ruling, regulation or official statement by, or on behalf of, the Senate Securities and Exchange Commission or any other governmental agency having jurisdiction of the Congress subject matter shall be issued or made to the effect that the issuance, offering or sale of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Bonds Series 2024 Tax-Exempt Bonds, or the issuance, offering or sale of the Series 2024 Tax-Exempt Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”);
(iii) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Series 2024 Tax-Exempt Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act or the Exchange Act, as then in effect, or that the Indenture are not exempt from qualification under or other requirements of the Trust Indenture Act;
(iv) Any event shall have occurred, or information become known, which, in the Underwriter[s]Underwriters’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;
(v) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(vi) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18Series 2024 Tax-Exempt Bonds;
(iivii) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriters’ reasonable opinion, materially adversely affects the market price of the Series 2024 Tax-Exempt Bonds;
(viii) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriters’ reasonable opinion, materially adversely affects the market price of the Series 2024 Tax-Exempt Bonds;
(ix) Any rating of the Series 2024 Tax-Exempt Bonds or the rating of any class of security of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriters’ reasonable opinion, materially adversely affects the market price of the Series 2024 Tax-Exempt Bonds; or
(x) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 Series 2024 Tax-Exempt Bonds which, in the Underwriter[s]Underwriters’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 Bonds, or the sale, offering or issuance of the 20 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds; or
(xi) Any rating of the 20__ Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ reasonable opinion, materially adversely affects the market price of the 20 Bonds.Series 2024 Tax- Exempt Bonds.]9
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 [YEAR] Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series [YEAR] Mortgage Loans), the Resolutions Resolutions, the [Xxxxxxx Xxx][Xxxxxx Xxx] [YEAR] Standby Credit Enhancement Agreement, the HDC Loan Funding Agreement and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 [YEAR] Series Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]18[YEAR] Series Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 [YEAR] Series Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]5[YEAR] Series Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 [YEAR] Bonds, or the sale, offering or issuance of the 20 [YEAR] Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 [YEAR] Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds; or
(xi) Any rating of the 20__ [YEAR] Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 [YEAR] Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 2023 Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the 2023 Mortgage Loans (including the 20 Series Mortgage Loans)Loan, the Resolutions Resolutions, the Freddie Mac 2023 Standby Credit Enhancement Agreement and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2023 Series A Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]182023 Series A Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2023 Series A Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]52023 Series A Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2023 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 2023 Bonds, or the sale, offering or issuance of the 20 2023 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 2023 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2023 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2023 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2023 Bonds; or
(xi) Any rating of the 20__ 2023 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2023 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 2024 Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series 2024 Mortgage Loans), the Resolutions Resolutions, the Xxxxxxx Mac 2024 Standby Credit Enhancement Agreement, the HDC Loan Funding Agreement and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2024 Series A Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]182024 Series A Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2024 Series A Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]52024 Series A Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2024 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 2024 Bonds, or the sale, offering or issuance of the 20 2024 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 2024 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2024 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2024 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2024 Bonds; or
(xi) Any rating of the 20__ 2024 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2024 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
Closing Conditions; Termination. The Underwriter[s]Underwriters’ obligations hereunder to purchase and pay for the 20 2021 Bonds shall be subject to the performance by you the Corporation of your its obligations to be performed hereunder at or prior to the Closing, the accuracy in all material respects of your the Corporation’s representations and warranties contained herein and the receipt by the Underwriter[s] Representative of the documents set forth in Section 6(m) hereof at or prior to the Closing and shall also be subject to the following conditions:
(a) At the time of the Closing, the Resolutions shall be in full force and effect, and shall not have been amended, modified, or supplemented except as may have been agreed to by the Underwriter[s]Representative;
(b) At the time of the Closing, all related official action of the Corporation shall be in full force and effect and shall not have been amended, modified or supplemented;
(c) At the time of the Closing, the Official Statement shall be in the form approved by the Underwriter[s]Representative, and any contract, agreement or other document related to the Mortgage Loans (including the 20 Series 2021 Mortgage Loans), the Resolutions Resolutions, the Freddie Mac 2021 Standby Credit Enhancement Agreement and this Bond Purchase Agreement that have been entered into shall be in full force and effect;
(d) We The Representative may terminate this Bond Purchase Agreement by notification in writing to you the Corporation if at any time subsequent to the date hereof and at or prior to the Closing:
(i) [A committee of the House of Representatives or the Senate of the Congress of the United States shall have pending before it legislation (other than such legislation known as of the date hereof to be pending or to have been introduced), which legislation, if enacted in its form as introduced or as amended, would have the purpose or effect of imposing federal income taxation upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2021 Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]182021 Bonds;
(ii) [A tentative decision with respect to legislation (other than such legislation known as of the date hereof to be pending or to have been introduced) shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, the Treasury Department of the United States or the Internal Revenue Service, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States, or the Tax Court of the United States, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which would result in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Corporation or by any similar body or upon interest received on obligations of the general character of the 20 2021 Bonds which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 Bonds;]52021 Bonds;
(iii) Any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency in the State of New York, or a decision by any court of competent jurisdiction within the State of New York shall be rendered which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2021 Bonds;
(iv) A stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the sale, offering or issuance of obligations of the general character of the 20 2021 Bonds, or the sale, offering or issuance of the 20 2021 Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended (the “Securities Act”) and as then in 18 For tax-exempt Bonds only. effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) and as then in effect;
(v) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the 20 2021 Bonds, including all the underlying obligations, are not exempt from registration under or other requirements of the Securities Act as then in effect, or the Exchange Act as then in effect, or that the Resolutions are not exempt from qualification under or other requirements of the Trust Indenture Act as then in effect;
(vi) Any event shall have occurred, or information become known, which, in the Underwriter[s]’ Representative’s reasonable opinion, makes untrue in any material respect any statement or information contained in the Official Statement as originally circulated, or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading;
(vii) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange;
(viii) A general suspension of trading in securities, or any material disruption in securities or clearance services, shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2021 Bonds;
(ix) A general banking moratorium shall have been established by federal or New York authorities or any material disruption in commercial banking operations shall have occurred which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2021 Bonds;
(x) A war involving the United States shall have been declared, or any conflict involving the armed forces of the United States shall have escalated or any outbreak of hostilities, acts of terrorism, or other local, national or international calamity or crisis, shall have occurred that is not currently in existence or shall have escalated, or any other national emergency relating to the effective operation of government or the financial community shall have occurred or shall have escalated, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2021 Bonds; or
(xi) Any rating of the 20__ 2021 Bonds, or the rating of any class of securities of the Corporation shall have been downgraded or withdrawn by a national rating service, which, in the Underwriter[s]’ Representative’s reasonable opinion, materially adversely affects the market price of the 20 2021 Bonds.
Appears in 1 contract
Samples: Bond Purchase Agreement
