Common use of Limitations, Disclaimers, and Amendments Clause in Contracts

Limitations, Disclaimers, and Amendments. A. The WCID shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA in any event will give notice of any deposit that causes the Bonds to be no longer outstanding. B. The provisions of this Article are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. UNDER NO CIRCUMSTANCES SHALL THE WCID BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCID, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. No default by the WCID in observing or performing its obligations under this Article shall constitute a breach of or default under this Contract for purposes of any other provision of this Contract. E. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID under federal and state securities laws. F. The provisions of this Article may be amended by GBRA and the WCID from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCID, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with GBRA or the WCID (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. If GBRA and the WCID so amend the provisions of this Article, the WCID shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and the WCID may also amend or repeal the provisions of this Article if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of Bonds.

Appears in 5 contracts

Samples: Contract for Financing and Operation, Contract for Financing and Operation, Contract for Financing and Operation

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Limitations, Disclaimers, and Amendments. A. The WCID Authority shall ensure each of its bond resolutions contains an agreement requiring the Authority to comply with the Rule. The Authority and the City shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID City remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that GBRA the Authority in any event will give notice to the City of any deposit made that causes the Bonds no longer to be no longer outstanding. B. . The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders bondholders and beneficial owners of Bonds and the Bondsparties to this Agreement, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID undertakes Authority and the City undertake to provide only the financial information, operating data, financial statements, and notices which it each has expressly agreed to provide pursuant to this Article Agreement and does do not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Authority's or the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID does not Neither the Authority nor the City make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID AUTHORITY OR THE CITY, BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDAUTHORITY OR THE CITY, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID Authority or the City in observing or performing its their respective obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract any resolution of the Authority authorizing the issuance of Bonds, or any contract relating thereto, for purposes of any other provision of this Contract. E. Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Authority or the City under federal and state securities laws. F. The . With the consent of the other party, the provisions of this Article Agreement may be amended by GBRA and the WCID Authority or the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA the Authority or the WCIDCity, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA the Authority or the WCID City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests interest of the holders bondholders and beneficial owners of Bonds and is permitted by the Bondsterms of the Agreement. If GBRA and the WCID Authority or the City so amend the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided in accordance which it is required to disclose under Section 2 hereof, the City shall provide a notice of such amendment to be filed together with this Article an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data to be so provided. GBRA and The Authority or the WCID City may also amend or repeal the provisions of this Article continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of Bonds.

Appears in 3 contracts

Samples: Continuing Disclosure Agreement, Continuing Disclosure Agreement, Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2020 Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2020 Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2020 Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2020 Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2020 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2020 Bonds in the primary offering of the Series 2020 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2020 Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2020 Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2020 Bonds in the primary offering of each series of the Series 2020 Bonds.

Appears in 2 contracts

Samples: Continuing Disclosure Agreement, Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Borrower shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID Borrower remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA the Borrower in any event will give provide notice to the MSRB of any deposit defeasance that causes the Bonds Borrower to be no longer outstandingsuch an “obligated person. B. The provisions of this Article are for the sole benefit of the holders Holders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Borrower undertakes to provide only the financial information, operating data, financial statements, statements and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s financial results, condition, or prospects of the Borrower or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID Borrower does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID BORROWER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDBORROWER, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID Borrower in observing or performing its obligations under this Article to provide information to the MSRB shall constitute a breach of or default under this Contract Loan Agreement for purposes of any other provision of this Contract. E. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID under federal and state securities laws. F. The provisions of this Article may be amended by GBRA and the WCID from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA Loan Agreement or the WCID, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with GBRA or the WCID (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. If GBRA and the WCID so amend the provisions of this Article, the WCID shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and the WCID may also amend or repeal the provisions of this Article if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of BondsBond Indenture.

Appears in 1 contract

Samples: Loan Agreement (SemGroup Corp)

Limitations, Disclaimers, and Amendments. A. The WCID Issuer and the Disclosure Party shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Disclosure Party remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that GBRA the Disclosure Party in any event will give notice of any deposit made that causes the Bonds no longer to be no longer outstanding. B. . The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders bondholders and beneficial owners of Bonds and the Bondsparties to this Agreement, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID undertakes Issuer and the Disclosure Party undertake to provide only the financial information, operating data, financial statements, and notices which it each has expressly agreed to provide pursuant to this Article Agreement and does do not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Issuer's or the Disclosure Party's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID does not Neither the Issuer nor the Disclosure Party make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID ISSUEROR THE DISCLOSURE PARTY BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDISSUER OR THE DISCLOSURE PARTY, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID Issuer or the Disclosure Party in observing or performing its their respective obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract any resolution of the Issuer authorizing the issuance of Bonds, or any contract relating thereto, for purposes of any other provision of this Contract. E. Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Issuer or the Disclosure Party under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA the Issuer and the WCID Disclosure Party from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA the Issuer or the WCIDDisclosure Party, but only if (1I) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA the Issuer or the WCID Disclosure Party (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests interest of the holders bondholders and beneficial owners of Bonds and is permitted by the Bondsterms of the Agreement. If GBRA the Issuer and the WCID Disclosure Party so amend the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 2 hereof, the Disclosure Party shall provide a notice of such amendment to be filed in accordance with this Article Section 3(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data to be so provided. GBRA The Issuer and the WCID Disclosure Party may also amend or repeal the provisions of this Article continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Borrower shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID Borrower remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA the Borrower in any event will give provide notice to the MSRB of any deposit defeasance that causes the Bonds Borrower to be no longer outstandingsuch an “obligated person. B. The provisions of this Article are for the sole benefit of the holders Holders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Borrower undertakes to provide only the financial informationstatements, financial information and operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s financial results, condition, or prospects of the Borrower or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID Borrower does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID BORROWER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDBORROWER, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID Borrower in observing or performing its obligations under this Article to provide information to the MSRB shall constitute a breach of or default under this Contract Loan Agreement for purposes of any other provision of this Contract. E. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID under federal and state securities laws. F. The provisions of this Article may be amended by GBRA and the WCID from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA Loan Agreement or the WCID, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with GBRA or the WCID (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. If GBRA and the WCID so amend the provisions of this Article, the WCID shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and the WCID may also amend or repeal the provisions of this Article if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of BondsBond Indenture.

Appears in 1 contract

Samples: Loan Agreement (SemGroup Corp)

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsBonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of the Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Borrower shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID Borrower remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA the Borrower in any event will give provide notice to the MSRB of any deposit defeasance that causes the Bonds Borrower to be no longer outstandingsuch an “obligated person. B. The provisions of this Article are for the sole benefit of the holders Holders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Borrower undertakes to provide only the financial informationstatements, financial information and operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s financial results, condition, or prospects of the Borrower or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID Borrower does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID BORROWER BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDBORROWER, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID Borrower in observing or performing its obligations under this Article to provide information to the MSRB shall constitute a breach of or default under this Contract Loan Agreement for purposes of any other provision of this Contract. E. Loan Agreement or the Bond Indenture. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Borrower under federal and state securities laws. F. . The provisions of this Article may be amended by GBRA the Borrower and the WCID Issuer from time to time upon at least 30 days written notice provided to the Trustee, the Remarketing Agents, and the MSRB, and by the Trustee to the Bondholders, but only if (1) the purpose of such amendment is to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations or businesses of GBRA or the WCID, but only if Borrower and both (1a) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Bonds in compliance with the Rule in the most recent primary offering of the Bonds in compliance with the RuleBonds, taking into account any amendments or interpretations of the Rule by the U.S. Securities and Exchange Commission to the date of such amendment, as well as such changed circumstances, and (b) either (ai) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the outstanding Outstanding Bonds consent to such amendment or (bii) a person Person that is unaffiliated with GBRA or the WCID Borrower (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Holders and beneficial owners of the Bonds or (2) such amendment is conditioned on a primary offering or placement following mandatory tender and purchase of the Bonds. If GBRA the Borrower and the WCID Issuer so amend the provisions of this Article, the WCID Borrower shall include with any amended financial information or operating data statements next provided in accordance with this Article Section 6.01 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and the WCID may also amend or repeal The Issuer shall execute any amendment to the provisions of this Article if permitted by the SEC amends or repeals the applicable provision terms of the Rule or a court this Section upon Borrower Request. This instrument may be executed in any number of final jurisdiction enters judgment that such provisions counterparts, each of the Rule are invalidwhich so executed shall be deemed to be an original, but only if all such counterparts shall together constitute but one and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of Bondssame instrument.

Appears in 1 contract

Samples: Loan Agreement (SemGroup Corp)

Limitations, Disclaimers, and Amendments. A. The WCID GBRA and the Disclosure Party shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Disclosure Party remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that GBRA in any event will give notice of any deposit made that causes the Bonds no longer to be no longer outstanding. B. . The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders bondholders and beneficial owners of the BondsBonds and the parties to this Agreement, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID undertakes GBRA and the Disclosure Party undertake to provide only the financial information, operating data, financial statements, and notices which it each has expressly agreed to provide pursuant to this Article Agreement and does do not hereby undertake to provide any other information that may be relevant or material to a complete presentation of GBRA's or the WCID’s Disclosure Party's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID does not Neither GBRA nor the Disclosure Party make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell the Bonds on the date hereof or at any future date. C. . UNDER NO CIRCUMSTANCES SHALL GBRA OR THE WCID DISCLOSURE PARTY BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY GBRA OR THE WCIDDISCLOSURE PARTY, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS THEIR PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by GBRA or the WCID Disclosure Party in observing or performing its their respective obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract any resolution of GBRA authorizing the issuance of the Bonds, or any ordinance or resolution adopted by the governing body of the Disclosure Party, or any contract relating thereto, for purposes of any other provision of this Contract. E. Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of GBRA or the WCID Disclosure Party under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA and the WCID Disclosure Party from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDisclosure Party, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell the Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders bondholders or beneficial owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Disclosure Party (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests interest of the holders bondholders and beneficial owners of the BondsBonds and is permitted by the terms of the Agreement. If GBRA and the WCID Disclosure Party so amend the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided the Disclosure Party it is required to disclose under Section 2 hereof or GBRA is required to disclose under Sections 3 and 4 hereof, GBRA shall provide a notice of such amendment to be filed in accordance with this Article Section 4 hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data to be so provided. GBRA and the WCID Disclosure Party may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling the Bonds in the primary offering of each series of the Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID City shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID City remains an “obligated person” with respect to the Series 2021 Bonds within the meaning of the Rule, except that GBRA the City in any event will give notice of any deposit made in accordance with Texas law that causes the Series 2021 Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article are for the sole benefit of the holders Owners and beneficial owners Owners of the Series 2021 Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCIDCity’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2021 Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID CITY BE LIABLE TO THE HOLDER OWNER OR BENEFICIAL OWNER OF ANY SERIES 2021 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDCITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF OR ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . No default by the WCID City in observing or performing its obligations under this Article shall constitute comprise a breach of, default or Event of or default Default under this Contract Indenture for purposes of any other provision of this Contract. E. Indenture. Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID City under federal and state securities laws. F. . Should the Rule be amended to obligate the City to make filings with or provide notices to entities other than the MSRB with respect to the Series 2021 Bonds, the City agrees to undertake such obligation in accordance with the Rule, as amended. The provisions of this Article may be amended by GBRA and the WCID City from time to time without the consent of the Trustee to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or status or type of operations of GBRA or the WCIDCity, but only if (1i) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell Series 2021 Bonds in the original primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, amendment as well as such changed circumstances, and either (a) the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b2) a person that is unaffiliated with GBRA or the WCID City (such as nationally recognized bond counselcounsel selected by the City) determines that such the amendment will not materially impair the interests of the holders Owners and beneficial owners of the Series 2021 Bonds. If GBRA and the WCID so The City may also repeal or amend the provisions of this Article, the WCID shall include with any amended financial information or operating data next provided in accordance with this Article an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and the WCID may also amend or repeal the provisions of this Article regarding disclosure if the SEC amends or repeals the applicable provision provisions of the Rule or a any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but in either case only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2021 Bonds in the primary offering of each series the Series 2021 Bonds. If the City amends this Article, the City will include in its next annual update an explanation in narrative form of Bondsthe reasons for the change and its impact on the type of operating data or financial information being provided. The Trustee shall have no duty to monitor or determine the City’s compliance with this Article or to disclose any information pursuant to this Article, even if known to the Trustee. The Trustee shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Article and shall have no duty to determine the materiality of any event or to interpret or provide an opinion concerning any information disclosed to the public. The Trustee shall have no duty to notify the City of an event requiring disclosure, and shall not be liable for the City’s failure to comply with its obligations, under this Article.

Appears in 1 contract

Samples: Trust Indenture

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Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2022 Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2022 Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2022 Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2022 Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2022 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2022 Bonds in the primary offering of the Series 2022 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and either (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2022 Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2022 Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2022 Bonds in the primary offering of each series of the Series 2022 Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2021 Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2021 Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2021 Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2021 Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2021 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2021 Bonds in the primary offering of the Series 2021 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2021 Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2021 Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2021 Bonds in the primary offering of each series of the Series 2021 Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2022B Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2022B Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2022B Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2022B Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2022B BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2022B Bonds in the primary offering of the Series 2022B Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2022B Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2022B Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2022B Bonds in the primary offering of each series of the Series 2022B Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Company shall be obligated to observe and perform the covenants specified in this Article for so long as, but only for so long as, the WCID Company remains an “obligated person” with respect to the Bonds within the meaning of the Rule, except that GBRA the Company in any event will give notice of any deposit of funds that causes the Bonds no longer to be no longer outstanding. B. (a) The provisions of this Article are for the sole benefit of the holders Bondholders and beneficial owners of the Bonds, and nothing in this Article, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The WCID Company undertakes to provide only the financial information, operating data, financial statements, statements and notices which it has expressly agreed to provide pursuant to this Article and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCIDCompany’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article or otherwise, except as expressly provided herein. The WCID Company does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell the Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID COMPANY BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY BOND BONDS OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDCOMPANY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLE, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. No default by (b) The Company acknowledges and agrees that the WCID in observing Issuer and the Trustee shall have no liability or performing its responsibility whatsoever with respect to the obligations under of the Company pursuant to the provisions of this Article shall constitute a breach of or default under this Contract for purposes of any other provision of this ContractIX. E. (c) Nothing in this Article is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Company under federal and state securities laws. F. (d) The provisions of this Article may be amended by GBRA and the WCID Company from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, statusnature or status of the Company, or type of business or operations of GBRA or conducted by the WCIDCompany, but only if (1) the provisions of this Article, as so amended, would have permitted an underwriter to purchase or sell the Bonds in the a primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the holders Bondholders of a majority in aggregate principal amount (or any greater amount required by any other provision provisions of this Contract the Indenture that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with GBRA or the WCID Company (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the Bonds. If GBRA and the WCID Company so amend amends the provisions of this Article, the WCID it shall include with any amended financial information or operating data next provided in accordance with this Article Section 9.2 an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. GBRA and . (e) Notwithstanding any other provision of this Financing Agreement, failure of the WCID may also amend or repeal Company to comply with the provisions of this Article if IX, as it may from time to time hereafter be amended or supplemented by the SEC amends or repeals Company, shall not be considered a Financing Default Event; however, the applicable provision Trustee at the written request of the Rule Remarketing Agent or a court the Holders of final jurisdiction enters judgment that such provisions at least 25% aggregate principal amount of the Rule are invalidoutstanding Bonds, shall, but only if and to the extent that indemnified to its satisfaction from and against any cost, liability or expense of any kind whatsoever related thereto, including, without limitation, fees and expenses of its attorneys and advisors and additional fees and expenses of the provisions Trustee, or any Bondholder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Company to comply with its obligations pursuant to this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of each series of BondsArticle IX.

Appears in 1 contract

Samples: Bond Financing Agreement (Gevo, Inc.)

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2019 Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2019 Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2019 Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2019 Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2019 BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2019 Bonds in the primary offering of the Series 2019 Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2019 Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2019 Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2019 Bonds in the primary offering of each series of the Series 2019 Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

Limitations, Disclaimers, and Amendments. A. The WCID Department shall be obligated to observe and perform the covenants specified in this Article Agreement for so long as, but only for so long as, the WCID Department remains an "obligated person" with respect to the Series 2019A Bonds within the meaning of the Rule, except that GBRA the Department in any event will give notice of any deposit made in accordance the Trust Indenture that causes the Series 2019A Bonds no longer to be no longer outstanding. B. Outstanding. The provisions of this Article Agreement are for the sole benefit of (and may be enforced by) the holders Bondholders and beneficial owners of the Series 2019A Bonds, and nothing in this ArticleAgreement, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other personPerson. The WCID Department undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Article Agreement and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the WCID’s Department's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Article Agreement or otherwise, except as expressly provided herein. The WCID Department does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Series 2019A Bonds at any future date. C. . UNDER NO CIRCUMSTANCES SHALL THE WCID DEPARTMENT OR THE TRUSTEE BE LIABLE TO THE HOLDER BONDHOLDER OR BENEFICIAL OWNER OF ANY SERIES 2019A BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE WCIDDEPARTMENT OR TRUSTEE, RESPECTIVELY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS ARTICLEAGREEMENT, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. D. . THE TRUSTEE IS UNDER NO OBLIGATION NOR IS IT REQUIRED TO BRING SUCH AN ACTION. No default by the WCID Department in observing or performing its obligations under this Article Agreement shall constitute comprise a breach of or default under this Contract the Trust Indenture for purposes of any other provision of this Contract. E. Agreement. The Trustee has no obligation or duty to enforce the Department's obligations under this Agreement. Nothing in this Article Agreement is intended or shall act to disclaim, waive, or otherwise limit the duties of the WCID Department under federal and state securities laws. F. . The provisions of this Article Agreement may be amended by GBRA with the written consent of the Department and the WCID Trustee from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of GBRA or the WCIDDepartment, but only if (1) the provisions of this ArticleAgreement, as so amended, would have permitted an underwriter to purchase or sell Series 2019A Bonds in the primary offering of the Series 2019A Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of since such amendment, offering as well as such changed circumstances, circumstances and (2) either (a) the holders Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Contract Agreement that authorizes such an amendment) of the outstanding Outstanding Series 2019A Bonds consent to such amendment or (b) a person an entity that is unaffiliated with GBRA or the WCID Department (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders Bondholders and beneficial owners of the BondsSeries 2019A Bonds and is permitted by the terms of this Agreement. If GBRA and the WCID Department so amend amends the provisions of this Article, Agreement in connection with the WCID shall include with any amended financial information or operating data next provided which it is required to disclose under Section 1 hereof, the Department shall provide a notice of such amendment to be filed in accordance with this Article Section 2(b) hereof, together with an explanation, in narrative form, of the reasons reason for the amendment and of the impact of any change in the type of financial information or operating data so providedto be provided by the Department pursuant to the terms of this Agreement. GBRA and the WCID The Department may also amend or repeal the provisions of this Article Agreement if the SEC amends or repeals the applicable provision provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Series 2019A Bonds in the primary offering of each series of the Series 2019A Bonds.

Appears in 1 contract

Samples: Continuing Disclosure Agreement

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