Common use of Marketability Clause in Contracts

Marketability. Between the date hereof and the Closing, the market price or marketability of, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering prices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected in the evidenced judgment of the Underwriter by reason of any of the following: (1) legislation enacted or introduced by Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, with the purpose or effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on the Bonds or of obligations of the general character of the Bonds in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of causing the inclusion in gross income for purposes of federal income taxation of the interest received by the owners of the Series A Bonds; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the interest on the Bonds, or securities of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended; (2) legislation enacted by the legislature of the State, or a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by a State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of a national or international emergency or war, or engagement in major military hostilities by the United States or the occurrence or escalation of any other national emergency or calamity relating to the effective operation of the government or the financial community in the United States; (4) the declaration of a general banking moratorium by federal, New York or State authorities, or the general suspension of trading by the New York Stock Exchange, any national securities exchange, or any other governmental authority securities exchange; (5) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (6) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (7) the occurrence or provision of notice of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by a national rating agency of any of the District’s outstanding indebtedness; (8) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of ad valorem property taxes to pay principal of and interest on the Bonds; (9) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (10) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (11) the suspension by the SEC of trading in the outstanding securities of the District; or (12) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.

Marketability. Between the date hereof and the Closing, the market price or marketability of, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering prices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected in the evidenced judgment of the Underwriter by reason of any of the following: (1) legislation enacted or introduced by Congress, or passed by either House thereof, or favorably reported for passage thereto by any Committee of such House to which such legislation has been referred for consideration, or by the State legislature, or introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or the State or by the United States Tax Court, with the purpose or effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on the Bonds or of obligations of the general character of the Bonds in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of causing changing, directly or indirectly, the inclusion in gross income for purposes of federal income taxation tax consequences of the interest received by the owners of on the Series A BondsBonds or State tax consequences of interest on the Bonds or of obligations of the general character of the Bonds in the hands of the holders thereof; or (ii) by or on behalf of the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the interest on the Bonds, or securities obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended; (2) legislation enacted by the legislature of the State, or a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by a State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3i) any outbreak or escalation of hostilities affecting the United States, the declaration by the United States of a national or international emergency or war, or engagement in or material escalation of major military hostilities by the United States or the occurrence or escalation of any other national emergency emergency, or (ii) any other calamity or crisis relating to the effective operation of the government or the financial community in the United States; (43) the declaration of a general banking moratorium by federal, New York State or State authoritiesauthorities having appropriate jurisdiction, or the general suspension of trading by the New York Stock Exchange, on any national securities exchange, or any other governmental authority securities exchange; (54) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (65) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SEC, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (76) the occurrence or provision of notice of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by a any national rating agency of any service to the outstanding indebtedness of the District’s outstanding indebtedness; (7) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (8) the suspension by the SEC of trading in the outstanding securities of the District; (9) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of ad valorem property taxes to pay principal of and interest on and Accreted Value of the Bonds; (910) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; or (11) any event occurring, or information becoming known which makes untrue in any material adverse respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (10) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (11) the suspension by the SEC of trading in the outstanding securities of the District; or (12) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.

Marketability. Between the date hereof and the Closing, the market price or marketability ofof the Bonds, or the ability of the Underwriter to enforce contracts for the sale of the Bonds, at the initial offering prices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected in the evidenced reasonable judgment of the Underwriter (evidenced by a written notice to the District terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds) by reason of any of the following: (1) legislation enacted or introduced by in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, with the purpose or effect of changingeffect, directly or indirectly, the of causing inclusion in gross income for purposes of federal income tax consequences or State tax consequences of interest on the Bonds or of obligations taxation of the general character interest received by the owners of the Bonds in the hands of the holders thereofBonds, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of causing the inclusion in gross income for purposes of federal income taxation of the interest received by the owners of the Series A Bonds; or (ii) by or on behalf of the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the interest on the Bonds, or securities obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended; (2) legislation enacted by the legislature of the State, or a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by a State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3) any outbreak or escalation of or hostilities affecting the United States, the declaration by the United States of a national or international emergency or war, or engagement in major military hostilities by the United States or the occurrence or escalation of any other national emergency or calamity relating to the effective operation of the government or the financial community in the United States; (43) the declaration of a general banking moratorium by federal, New York or State California authorities, or the general suspension of trading by the New York Stock Exchange, any national securities exchange, or any other governmental authority securities exchange; (54) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter; (65) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (76) the occurrence withdrawal or provision of notice downgrading of any intended review, downgrading, suspension, withdrawal, or negative change in underlying credit watch status by a national rating agency of any of the District’s outstanding indebtedness;indebtedness by a national rating agency; or (8) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of ad valorem property taxes to pay principal of and interest on the Bonds; (97) any event occurring, or information becoming known which which, in the reasonable judgment of the Underwriter, makes untrue in any material adverse respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;. (10) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (11) 8) the suspension by the SEC of trading in the outstanding securities of the District; or (12) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.

Marketability. Between the date hereof and the Closing, the market price or marketability of, or the ability of the Underwriter Underwriters to enforce contracts for the sale of the Bonds, at the initial offering prices of the Bonds set forth in the Official Statement, shall not have been materially adversely affected in the evidenced judgment of the Underwriter Underwriters (evidenced by a written notice to the County and the District terminating the obligation of the Underwriters to accept delivery of and pay for the Bonds) by reason of any of the following: (1) legislation enacted or introduced by in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the United States Tax Court, with the purpose or effect of changing, directly or indirectly, the federal income tax consequences or State tax consequences of interest on the Bonds or of obligations of the general character of the Bonds in the hands of the holders thereof, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made: (i) by or on behalf of the United States Treasury Department, or by or on behalf of the Internal Revenue Service, with the purpose or effect, directly or indirectly, of causing [changing the inclusion in gross income for purposes of federal income taxation tax consequences or State tax consequences of interest on obligations of the interest received by the owners general character of the Series A Bonds2011A Bonds or the Series 2011B Bonds in the hands of the holders thereof]; or (ii) by or on behalf of the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, to the effect that the interest on the Bonds, or securities obligations of the general character of the Bonds, including any and all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the County Resolution is not exempt from qualification under the Trust Indenture Act of 1939, as amended; (2) legislation enacted by the legislature of the State, or a decision rendered by a court of the State, or a ruling, order, or regulation (final or temporary) made by a State authority, which would have the effect of changing, directly or indirectly, the State tax consequences of interest on obligations of the general character of the Bonds in the hands of the holders thereof; (3) any outbreak or escalation of or hostilities affecting the United States, the declaration by the United States of a national or international emergency or war, or engagement in major military hostilities by the United States or the occurrence or escalation of any other national or international emergency or calamity relating to the effective operation of the government or the financial community in the United States; (43) the declaration of a general banking moratorium by federal, New York or State authoritiesauthorities having jurisdiction, or the general suspension of trading by the New York Stock Exchange, on any national securities exchange or fixing of minimum or maximum prices for trading or maximum ranges for prices for securities on any national securities exchange, whether by virtue or a determination by that exchange or by order of the Securities and Exchange Commission or any other governmental authority securities exchangehaving jurisdiction; (54) the imposition by the New York Stock Exchange, other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds, or obligations of the general character of the Bonds, or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the UnderwriterUnderwriters; (65) an order, decree or injunction of any court of competent jurisdiction, or order, filing, regulation or official statement by the SECSecurities and Exchange Commission, or any other governmental agency having jurisdiction over the subject matter thereof, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws, as amended and then in effect; (76) the occurrence withdrawal or provision of notice downgrading of any intended review, downgrading, suspension, withdrawal, rating or negative change in credit watch status by a national rating agency of any outlook of the District’s outstanding indebtedness;indebtedness by a national rating agency; or (8) any amendment shall have been made to the federal or State Constitution or action by any federal or State court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the District, its property, income securities (or interest thereon) or the validity or enforceability of the levy of ad valorem property taxes to pay principal of and interest on the Bonds; (97) any event occurring, or information becoming known which which, in the reasonable judgment of the Underwriters, makes untrue in any material adverse respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; (10) the occurrence, since the date hereof, of any materially adverse change in the affairs or financial condition of the District; (11) the suspension by the SEC of trading in the outstanding securities of the District; or (12) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.