Reporting of Notice Events. (a) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner not in excess of ten (10) Business Days after the occurrence of any of the following Notice Events with respect to the Series 2015A Bonds: (i) Principal and interest payment delinquencies; (ii) Non-payment related defaults, if material; (iii) Unscheduled draws on debt service reserves reflecting financial difficulties; (iv) Unscheduled draws on credit enhancements reflecting financial difficulties; (v) Substitution of credit or liquidity providers, or their failure to perform; (vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2015A Bonds, or other material events affecting the tax status of the Series 2015A Bonds; (vii) Modifications to rights of holders, if material; (viii) Xxxx calls, if material, and tender offers; (ix) Defeasances; (x) Release, substitution or sale of property securing repayment of the Series 2015A Bonds, if material; (xi) Rating changes; (xii) Bankruptcy, insolvency, receivership, or a similar proceeding on the part of an Obligated Person. Such an event is considered to have occurred when there is an appointment of a receiver, fiscal agent or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated Person; (xiii) The consummation of a merger, consolidation, or acquisition involving an Obligated Person, or the sale of all or substantially all of the assets of an Obligated Person other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or (xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner, after the occurrence of a failure of the Authority to provide the Annual Filing on or before the Annual Filing Date. (c) The Authority shall promptly notify the Dissemination Agent in writing of the occurrence of a Notice Event; provided, however, to the extent any such Notice Event has been previously and properly disclosed on the Repository by or on behalf of the Authority, the Authority shall not be required to provide such additional notice of such Notice Event in accordance with this subsection. Such notice shall instruct the Dissemination Agent to immediately report the occurrence pursuant to Section 5(e) hereof. Such notice shall be accompanied with the text of the disclosure that the Authority desires to make (each a "Notice Event Filing"), the written authorization of the Authority for the Dissemination Agent to disseminate such information, and the date on which the Authority desires for the Dissemination Agent to disseminate the information. (d) The Dissemination Agent is under no obligation to notify the Authority or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will instruct the Dissemination Agent that: (i) a Notice Event has not occurred and no filing is to be made, or (ii) a Notice Event has occurred and provide the Dissemination Agent with the Notice Event Filing and the date the Dissemination Agent should file the Notice Event Filing. (e) The Dissemination Agent shall upon receipt, and no later than the required filing date, promptly file each Notice Event Filing received under Section 5(a) and (b) hereof with the Repository in an electronic format as prescribed by the MSRB;
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Samples: Continuing Disclosure Agreement
Reporting of Notice Events. (a) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner not in excess of ten (10) Business Days after the The occurrence of any of the following Notice Events events with respect to the Series 2015A BondsBonds constitutes a Notice Event:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2015A Bonds, or other material events affecting the tax status of the Series 2015A Bonds;
(vii) Modifications to rights of holdersBondholders, if material;
(viii) Xxxx calls, if material, material and tender offers;
(ix) Defeasances;
(x) Release, substitution substitution, or sale of property securing repayment of the Series 2015A Bonds, if material;
(xi) Rating changes;
(xii) Bankruptcy, insolvency, receivershipreceivership or similar event of the Issuer; Note to subsection (a)(12) of this Section 4: For the purposes of the event described in subsection (a)(12) of this Section 4, or a similar proceeding on the part of an Obligated Person. Such an event is considered to have occurred occur when there is an any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated PersonIssuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated PersonIssuer);
(xiii) The consummation of a merger, consolidation, or acquisition involving an Obligated Person, Person or the sale of all or substantially all of the assets of an the Obligated Person Person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or;
(xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material.;
(bxv) In accordance with Incurrence of a Financial Obligation of the RuleIssuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Authority Issuer, any of which affect security holders of the Bonds, if material; and
(xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the Dissemination Agent shall file terms of a Notice Event Filing with Financial Obligation of the RepositoryIssuer, in the appropriate format required by the MSRB and any of which reflect financial difficulties. The Issuer shall, in a timely mannermanner not later than nine (9) business days after its occurrence, after the occurrence of a failure of the Authority to provide the Annual Filing on or before the Annual Filing Date.
(c) The Authority shall promptly notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event; provided, however, to the extent any such Notice Event has been previously and properly disclosed on the Repository by or on behalf of the Authority, the Authority shall not be required to provide such additional notice of such Notice Event in accordance with this subsection. Such notice shall instruct the Disclosure Dissemination Agent to immediately report the occurrence pursuant to Section 5(esubsection (c) hereofand shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be accompanied with any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Authority Issuer desires to make (each a "Notice Event Filing")make, contain the written authorization of the Authority Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date on which the Authority Issuer desires for the Disclosure Dissemination Agent to disseminate the informationinformation (provided that such date is not later than the tenth business day after the occurrence of the Notice Event).
(db) The Disclosure Dissemination Agent is under no obligation to notify the Authority Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that: that either (i) a Notice Event has not occurred and no filing is to be made, made or (ii) a Notice Event has occurred and provide the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event Filing that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent should file to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event FilingEvent).
(ec) The If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall upon receipt, and no later than the required filing date, promptly file each Notice Event Filing received under a notice of such occurrence with MSRB in accordance with Section 5(a2 (e)(iv) and (b) hereof hereof. This notice may be filed with the Repository in an electronic format as prescribed a cover sheet completed by the MSRB;Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
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Reporting of Notice Events. (a) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner not in excess of ten (10) Business Days after the The occurrence of any of the following Notice Events events with respect to the Series 2015A BondsBonds constitutes a Notice Event:
(i1) Principal and interest payment delinquencies;
(ii2) Non-payment related defaults, if material;
(iii3) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv4) Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties;
(v5) Substitution of credit or liquidity providers, or their failure to perform;
(vi6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2015A Bonds, or other material events affecting the tax status of the Series 2015A Bonds;
(vii7) Modifications to rights of Bond holders, if material;
(viii) Xxxx 8) Bond calls, if material, and tender offers;
(ix9) Defeasances;
(x10) Release, substitution substitution, or sale of property securing repayment of the Series 2015A Bonds, if material;
(xi11) Rating changeschanges on the Bonds;
(xii12) Bankruptcy, insolvency, receivership, or a similar proceeding on the part of an Obligated Person. Such an event is considered to have occurred when there is an appointment of a receiver, fiscal agent receivership or similar officer for an Obligated Person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all event of the assets or business of the Obligated Person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated PersonCity;
(xiii13) The consummation of a merger, consolidation, or acquisition involving an Obligated Person, the City or the sale of all or substantially all of the assets of an Obligated Person the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; orand
(xiv14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(b) In accordance with the Rule. The City shall, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely mannermanner not in excess of ten (10) business days after its occurrence, after the occurrence of a failure of the Authority to provide the Annual Filing on or before the Annual Filing Date.
(c) The Authority shall promptly notify the Disclosure Dissemination Agent in writing of the occurrence of a Notice Event; provided, however, to the extent any such Notice Event has been previously and properly disclosed on the Repository by or on behalf of the Authority, the Authority shall not be required to provide such additional notice of such Notice Event in accordance with this subsection. Such notice shall instruct the Disclosure Dissemination Agent to immediately report the occurrence pursuant to Section 5(e4(c) hereofbelow and shall be accompanied by a Certification. Such notice or Certification shall identify the Notice Event that has occurred (which shall be accompanied with any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Authority City desires to make (each a "Notice Event Filing")make, contain the written authorization of the Authority City for the Disclosure Dissemination Agent to disseminate such information, and identify the date on which the Authority City desires for the Disclosure Dissemination Agent to disseminate the informationinformation (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event).
(db) The Disclosure Dissemination Agent is under no obligation to notify the Authority City or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two (2) business days of receipt of such notice (but in any event not later than the tenth (10th) business day after the occurrence of the Notice Event, if the City determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that: that (i) a Notice Event has not occurred and no filing is to be made, or (ii) a Notice Event has occurred and provide the Disclosure Dissemination Agent is to report the occurrence pursuant to Section 4(c) below, together with a Certification. Such notice or Certification shall identify the Notice Event Filing that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the City desires to make, contain the written authorization of the City for the Disclosure Dissemination Agent to disseminate such information, and identify the date the City desires for the Disclosure Dissemination Agent should file to disseminate the information (provided that such date is not later than the tenth (10th) business day after the occurrence of the Notice Event FilingEvent).
(ec) The If the Disclosure Dissemination Agent has been instructed by the City as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall upon receipt, and no later than the required filing date, promptly file each Notice Event Filing received under Section 5(a) and (b) hereof a notice of such occurrence with the Repository MSRB in an electronic format as prescribed by the MSRB;accordance with Section 2(e)(iv) hereof.
Appears in 1 contract
Reporting of Notice Events. (a) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner not in excess of ten (10) Business Days after the The occurrence of any of the following Notice Events events with respect to the Series 2015A BondsBonds constitutes a Notice Event:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults, if material;
(iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
(iv) Unscheduled draws on credit enhancements reflecting financial difficulties;
(v) Substitution of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices notices of Proposed proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Series 2015A Bonds, or other material events affecting the tax tax-exempt status of the Series 2015A Bonds;
(vii) Modifications to rights of holdersBondholders, if material;
(viii) Xxxx calls, if material, material and tender offers;
(ix) DefeasancesDefeasance in whole or in part of the Bonds;
(x) Release, substitution substitution, or sale of property securing repayment of the Series 2015A Bonds, if material;
(xi) Rating changesAny changes in the ratings assigned to the Bonds;
(xii) Bankruptcy, insolvency, receivership, receivership or a similar proceeding on event of the part of an Obligated Person. Such an Issuer (this event is considered to have occurred occur when there is an any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an Obligated Person the Issuer in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Obligated PersonIssuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Obligated PersonIssuer);
(xiii) The consummation of a merger, consolidation, or acquisition involving an Obligated Person, the Issuer or any other obligated person or the sale of all or substantially all of the assets of an Obligated Person the Issuer or any other obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; or;
(xiv) Appointment of a successor or additional trustee or the change of name of a trustee, if material.;
(bxv) In accordance with the Rule, the Authority or the Dissemination Agent shall file a Notice Event Filing with the Repository, in the appropriate format required by the MSRB and in a timely manner, after the occurrence Incurrence of a failure Financial Obligation of the Authority Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect holders of the Bonds;
(xvi) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of the Financial Obligation of the Issuer, any of which reflect financial difficulties; and
(xvii) Failure to provide the Annual Filing on or before the Annual Filing Date.
(c) annual financial information as required. The Authority Issuer shall promptly notify the Disclosure Dissemination Agent in writing of upon the occurrence of a Notice Event; provided, however, Event in a timely manner that allows the Disclosure Dissemination Agent to report the extent any such occurrence of the Notice Event has been previously and properly disclosed on with the Repository by or on behalf within ten business days after the occurrence of the Authority, the Authority shall not be required to provide such additional notice of such Notice Event in accordance with this subsectionEvent. Such notice shall instruct the Disclosure Dissemination Agent to immediately report the occurrence pursuant to Section 5(e) hereofsubsection (c). Such notice shall identify the Notice Event that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), shall be accompanied with the text of the disclosure that the Authority Issuer desires to make (each a "Notice Event Filing")make, the written authorization of the Authority Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date on which the Authority Issuer desires for the Disclosure Dissemination Agent to disseminate the information.
(db) The Disclosure Dissemination Agent is under no obligation to notify the Authority Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within two business days of receipt of such notice (but in any event not later than the tenth business day after the occurrence of the Notice Event, if the Issuer determines that a Notice Event has occurred), instruct the Disclosure Dissemination Agent that: that (i) a Notice Event has not occurred and no filing is to be made, made or (ii) a Notice Event has occurred and provide the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with a Certification. Such Certification shall identify the Notice Event Filing that has occurred (which shall be any of the categories set forth in Section 2(e)(iv) of this Disclosure Agreement), include the text of the disclosure that the Issuer desires to make, contain the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and identify the date the Issuer desires for the Disclosure Dissemination Agent should file to disseminate the information (provided that such date is not later than the tenth business day after the occurrence of the Notice Event FilingEvent).
(ec) The If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall upon receipt, and no later than the required filing date, promptly file each Notice Event Filing received under a notice of such occurrence with MSRB in accordance with Section 5(a2 (e)(iv) and (b) hereof hereof. This notice will be filed with the Repository in an electronic format as prescribed a cover sheet completed by the MSRB;Disclosure Dissemination Agent in the form set forth in Exhibit C-1.
Appears in 1 contract
