Covenants of the District. The District covenants and agrees with the Underwriter that:
Covenants of the District. The District covenants and agrees with the Underwriters that:
(a) The District will furnish such information, execute such instruments, and take such other action in cooperation with the Underwriters if and as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations or such states and jurisdictions; provided, however, that the District shall not be required to consent to service of process in any jurisdiction in which they are not so subject as of the date hereof.
(b) The District will apply the proceeds from the sale of the Bonds for the purposes specified in the Resolution.
(c) The District hereby agrees to deliver or cause to be delivered to the Underwriters, not later than the seventh business day following the date this Purchase Agreement is signed, copies of a final Official Statement substantially in the form of the Preliminary Official Statement, with only such changes therein as shall have been accepted by the Underwriters and the District (such Official Statement with such changes, if any, and including the cover page and all appendices, exhibits, maps, reports and statements included therein or attached thereto being herein called the “Official Statement”) in such quantities as may be requested by the Underwriters, in order to permit the Underwriters to comply with paragraph (b)(4) of the Rule and with the rules of the MSRB. The District hereby authorizes the Underwriters to use and distribute the Official Statement in connection with the offering and sale of the Bonds.
(d) The District hereby agrees to notify the Underwriters of any event or occurrence that may affect the accuracy or completeness of any information set forth in the Official Statement relating to the District, respectively, until the date which is 90 days following the Closing.
(e) The District authorizes the Underwriters to file, to the extent required by the applicable rules promulgated by the Securities and Exchange Commission or the MSRB, and the Representative agrees to file or cause to be filed, the Official Statement with (i) the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access system); or (ii) other repositories approved from time to time by the Securities and Exchange Commission (either in addition to or in lieu of the filing referred to above). If an amended Official Statement is prepared in accordance with Section 8(g) of this Purchase Agreement dur...
Covenants of the District. The District covenants and agrees, until the full and final payment and satisfaction of all of the Obligations and the termination of the Commitment, unless the Bank shall otherwise consent in writing, that:
Covenants of the District. Compliance with Installment Purchase Agreement and Ancillary Agreements 16 Section 6.2. Against Encumbrances 17 Section 6.3. Against Sale or Other Disposition of Property 17 Section 6.4. Against Competitive Facilities 17 Section 6.5. Tax Covenants 17 Section 6.6. Maintenance and Operation of the Sewer System 18 Section 6.7. Payment of Claims 18 Section 6.8. Compliance with Contracts 18 Section 6.9. Insurance 19
Covenants of the District. Section 5.1 Operation and Maintenance of the Enterprises 23 Section 5.2 Against Sale or Other Disposition of Property 23 Section 5.3 Rates, Fees, and Charges 23 Section 5.4 Notification to Lender or Assignee 24 Section 5.5 Competitive Facilities 25 Section 5.6 Insurance 25 Section 5.7 Eminent Domain 26 (continued) Section 5.8 Additional Information 26 Section 5.9 Compliance with Law and Contracts 26 Section 5.10 Punctual Payment 26 Section 5.11 State Loan Proceeds 26 Section 5.12 Protection of Security and Rights of the Lender 26 Section 5.13 Parity Debt 26 Section 5.14 Against Encumbrances 27 Section 5.15 Further Assurances 27 Section 5.16 Financial Reports 27 Section 5.17 Reserved 27 Section 5.18 Observance of Laws and Regulations 27 Section 5.19 Private Activity Bond Limitation 28 Section 5.20 Federal Guarantee Prohibition 28 Section 5.21 Maintenance of Tax Exemption 28 Section 5.22 Rebate Requirement 28 Section 5.23 No Arbitrage 28 Section 5.24 Budget 28 Section 5.25 Notices 28
Covenants of the District. The District covenants and agrees with the Underwriter that:
(A) The District will furnish such information, execute such instruments, and take such action in cooperation with the Underwriter if and as the Underwriter may reasonably request in order to qualify the Notes for offer or sale under the Blue Sky or other securities laws and regulations or such states and jurisdictions, provided, however, that the District shall not be required to consent to process in any jurisdiction;
(B) The District will apply the proceeds from the sale of the Notes for the purposes specified in the Resolutions; and
(C) For a period of 90 days after the Closing or until such time (if earlier) as the Underwriter shall no longer hold any of the Notes for sale, the District will adopt any amendment of or supplement to the Official Statement if any event relating to or affecting the District shall occur as a result of which it is necessary to amend or supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to the purchaser. Any information supplied by the District for inclusion in any amendment or supplement to the Official Statement will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading.
Covenants of the District. (a) In the period between the execution of this Agreement and the Closing Date, with respect to the Facilities, except as otherwise herein provided, without the prior written consent of LCMC, which shall not be unreasonably delayed, conditioned or withheld, neither the District nor the Hospital, either directly or indirectly, shall:
(i) Make any material change in the accounting principles and practices of the Facilities, except as necessary to conform with Legal Requirements or GAS;
(ii) Merge or consolidate with or into any corporation or other entity;
(iii) Hire, or, without cause, terminate the employment of, any Senior Officer of the Hospital;
(iv) Enter into any new Material Contract or modify any existing Material Contract in any material respect;
(v) Increase compensation payable or to become payable or make any bonus payment to or otherwise enter into one or more bonus arrangements with any Hospital Personnel or independent contractor of the Facilities, except in the ordinary course of business substantially in accordance with existing policies and not in the aggregate (for all Hospital Personnel and independent contractors of the Facilities) exceeding One Million Dollars ($1,000,000);
(vi) Grant to any Hospital Personnel any material increase in compensation, bonus or fringe or other benefits, except in the ordinary course of business consistent with past practice or other than as required under any Benefit Plan or by applicable Legal Requirements;
(vii) Grant to any Hospital Personnel any increase in severance or termination pay or any right to receive any severance or termination pay or pay any amount to any such individual not otherwise due in an aggregate amount exceeding (for all Hospital Personnel) Five Hundred Thousand Dollars ($500,000);
(viii) Establish, adopt, enter into, amend or terminate any deferred compensation, consulting, severance, change of control, termination, retention, deal bonus or indemnification contract with any Hospital Personnel or any contract with any Hospital Personnel the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Facilities of a nature contemplated by this Agreement;
(ix) Establish, adopt, enter into, amend, terminate or make any contribution to any Benefit Plan other than as required by applicable Legal Requirements;
(x) Establish, adopt, amend, or terminate any insurance policy, contract, arrangement or agreement, with respe...
Covenants of the District. 9.1 The District covenants and agrees that:
(a) it will permit the Developer to perform the Off Site Works on the terms and conditions contained in this Agreement and to occupy and use District highways and District lands as necessary for the Off Site Works subject to terms and conditions in any case and from time to time as the Engineer acting reasonably may impose;
(b) it will issue Certificates of Substantial Completion signed by the Engineer upon the Developer Completing each Component of the Works as set out in Sections 2.5 and 2.6;
(c) it will issue a Certificate of Final Acceptance upon the satisfactory completion by the Developer of all covenants and conditions in this Agreement, and without limiting the generality of the foregoing, including the maintenance of the Works constructed under this Agreement in complete repair during the Maintenance Period, provided that all Deficiencies have been remedied.
Covenants of the District. Compliance with Installment Purchase Agreement, the WIFIA Loan Agreement and Ancillary Agreements 15 Section 6.02. Against Encumbrances. 16 Section 6.03. Against Sale or Other Disposition of Property 16 Section 6.04. Against Competitive Facilities 17 Section 6.05. Prompt Acquisition and Construction 17 Section 6.06. Maintenance and Operation of the System 17 Section 6.07. Payment of Claims 17 Section 6.08. Compliance with Contracts 17 Section 6.09. Insurance 17 Section 6.10. Accounting Records; Financial Statements and Other Reports 18 Section 6.11. Protection of Security and Rights of the Authority. 18 Section 6.12. Payment of Taxes and Compliance with Governmental Regulations. 18 Section 6.13. Amount of Rates and Charges 19 Section 6.14. Collection of Rates and Charges 19 Section 6.15. Eminent Domain Proceeds 19 Section 6.16. Further Assurances. 20 Section 6.17. Enforcement of Contracts 20 Section 7.01. Prepayment 20 Section 7.02. Method of Prepayment 21
Covenants of the District. From the Effective Date to the Termination Date, the District covenants with the City as follows:
(a) The District will not pledge or convey the City Bonds or this Agreement, or otherwise encumber the Pledged Revenue, except as specifically permitted hereby.
(b) The District will not amend, supplement, or otherwise modify the terms of the District Bonds or any Indenture without the prior written consent of the City Manager.
(c) The District will cause the Trustee to keep and maintain accurate records of the receipts and expenditures of the Pledged Revenue, and upon request, shall make such records available for inspection and copying by the City or its auditors during regular business hours.
(d) The District will defend the validity of this Agreement in the event of any litigation arising hereunder that names the District or which challenges the authority of the District to enter into or perform its obligations hereunder. The District will not use the Pledged Revenue to pay its legal fees or other costs related to such defense obligation.
(e) The District will not enter into any contracts or agreements which are or which would require the District to take actions which are in conflict or inconsistent with the terms of this Agreement.
(f) Except upon the prior written consent of the City Manager, the District will not discharge the Trustee or amend or otherwise alter any Indenture.
(g) Except for the District Administrative Expenses, no part of the Pledged Revenue shall be used to pay the District's normal administrative and operating expenses.
(h) The District shall not incur additional multiple fiscal year indebtedness of any kind or nature without the prior written consent of the City Manager.
