Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant to the provisions of this Section 5, the County shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the Certificates, within ten (10) business days of the occurrence thereof: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions, IRS notices or events affecting the tax status of the Certificates; 7. Modifications to rights of the holders of the Certificates, if material; 8. Certificate calls, if material; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the Certificates, if material; 11. Rating changes; 12. Tender offers; 13. Bankruptcy, insolvency, receivership or similar event of the obligated person; 14. Merger, consolidation, or acquisition of the obligated person, if material; 15. Appointment of a successor or additional trustee, or the change of name of a trustee, if material.
Appears in 2 contracts
Samples: Second Supplement to Lease Agreement, Lease Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant to the provisions of this Section 5, the County shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the Certificates, within in a timely manner not in excess of ten (10) business days after the occurrence of the occurrence thereofevent:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. 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 Certificates, or other material events affecting the tax status of the Certificates;
7. Modifications to rights of the holders of the Certificates, if material;
8. Certificate calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution substitution, or sale of property securing repayment of the Certificates, if material;
11. Rating changes;
12. Tender offers;
13. Bankruptcy, insolvency, receivership or similar event of the obligated person;
1413. MergerThe consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the 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;
1514. Appointment of a successor or additional trustee, or the change of name of a trustee, if material.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant (a) Pursuant to the provisions of this Section 5, the County City shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events Listed Events with respect to the CertificatesBonds, within which notice shall be given in a timely manner, not in excess of ten (10) business days of after the occurrence thereofof such Listed Event:
(1. ) Principal and interest payment delinquencies;
(2. ) Non-payment related defaults, if material;
(3. ) Unscheduled draws on debt service reserves reflecting financial difficulties;
(4. ) Unscheduled draws on credit enhancements reflecting financial difficulties;
(5. ) Substitution of credit or liquidity providers, or their failure to perform;
(6. ) 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 Bonds, or other material events affecting the tax status of the CertificatesBonds;
(7. ) Modifications to rights of the holders of the Certificatessecurity holders, if material;
8. Certificate (8) Bond calls, if material, and tender offers;
(9. ) Defeasances;
(10. ) Release, substitution substitution, or sale of property securing repayment of the Certificatessecurities, if material;
(11. ) Rating changes;
(12. Tender offers;
13. ) Bankruptcy, insolvency, receivership or similar event of the obligated personObligated Person;
14. Merger(13) The consummation of a merger, consolidation, or acquisition involving an Obligated Person or the sale of all or substantially all of the obligated personassets of the 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;; and
15. (14) Appointment of a successor or additional trustee, trustee or the change of name of a trustee, if material.
(b) The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of the events listed in Section 5(a) (1), (3), (4), (5), (6), (9), (11) or (12), inform the City of the occurrence of such event. As soon as reasonably practicable after obtaining knowledge of the occurrence of such event (regardless of whether the source of the information is the Dissemination Agent pursuant to the foregoing sentence or another source), the City shall, or shall cause the Dissemination Agent to, file in a timely manner, not in excess of ten (10) business days after the occurrence of any such event, a notice of such occurrence with the MSRB, in an electronic format accompanied by identifying information as prescribed by the MSRB.
(c) The Dissemination Agent shall, within one (1) business day after obtaining knowledge of the occurrence of any of any of the events listed in Section 5(a) (2), (7), (8), (10), (13) or (14), inform the City of the occurrence of such event and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection (d).
(d) Whenever the City obtains knowledge of the occurrence of any event specified in Section 5(a) (2), (7), (8), (10), (13) or (14), the City shall as soon as possible, in order to meet the ten (10) business day deadline to file notices required under the Rule and pursuant to the following sentence, determine if such event would be material under applicable Federal securities law. If the City determines that knowledge of the occurrence of such event would be material under applicable Federal securities law, the City shall, or shall cause the Dissemination Agent to, file in a timely manner, not in excess of ten (10) business days after the occurrence of any such event, a notice of such occurrence with the MSRB, in an electronic format accompanied by identifying information as prescribed by the MSRB.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant Pursuant to the provisions of this Section 56, the County University shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events Listed Events with respect to the Certificates, within Bonds in a timely manner not in excess of ten (10) business days Business Days after the occurrence of the occurrence thereofListed Event:
1. (i) Principal and interest payment delinquencies;
2. (ii) Non-payment related defaults, if material;
3. (iii) Unscheduled draws on debt service reserves reflecting financial difficulties;
4. (iv) Unscheduled draws on credit enhancements enhancements, if any, reflecting financial difficulties;
5. (v) Substitution of credit or liquidity providers, if any, or their failure to perform;
6. (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 Bonds, or other material events affecting the tax status of the CertificatesBonds;
7. (vii) Modifications to rights of the holders registered owners and Beneficial Owners of the CertificatesBonds, if material;
8. Certificate calls(viii) Bond calls (other than mandatory sinking fund redemption), if material, and tender offers;
9. (ix) Defeasances;
10. (x) Release, substitution or sale of property securing repayment of the CertificatesBonds, if material;
11. (xi) Rating changes;
12. Tender offers;
13. (xii) Bankruptcy, insolvency, receivership or similar event of the obligated personUniversity;
14. Merger(xiii) The consummation of a merger, consolidation, or acquisition involving the University or the sale of all or substantially all of the obligated personassets of the University, 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;
15. (xiv) Appointment of a successor or additional trustee, trustee or the change of name of a trustee, if material;
(xv) the incurrence of a Financial Obligation of the University, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the University, any of which affect security holders, if material; and
(xvi) a default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the University, any of which reflect financial difficulties. The Listed Events listed in clauses (i) through (xiv) above are quoted from the Rule. Not all Listed Events listed above may be applicable to the Bonds.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required by (a) No later than ten (10) Business Days after the Securities and Exchange Commission, pursuant to occurrence of any of the provisions of this Section 5following events, the County Council shall give, or cause to be given, given to the RepositoriesMSRB, through XXXX:
(1) notice of the occurrence of any of the following events with respect to the Certificates, within ten Bonds (10“Occurrence Events”):
(i) business days of the occurrence thereof:
1. Principal principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled (ii) unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled (iii) unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution (iv) substitution of credit or liquidity providers, or their failure to perform;
6. Adverse (v) 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 security or other material events affecting the tax status of the CertificatesBonds;
7. Modifications (vi) defeasances;
(vii) rating changes;
(viii) tender offers; or
(ix) bankruptcy, insolvency, receivership or similar event of the Council or other obligated person.
(2) notice of the occurrence of any of the following events with respect to the Bonds, if material (“Material Events” and together with the Occurrence Events, “Reportable Events”):
(i) non-payment related defaults;
(ii) modifications to rights of the holders of the Certificates, if materialBond Owners;
8. Certificate calls, if material(iii) Xxxx calls (other than mandatory sinking fund redemptions);
9. Defeasances;
10. Release(iv) release, substitution or sale of property securing repayment of the Certificates, if materialBonds;
11. Rating changes;
12. Tender offers;
13. Bankruptcy, insolvency, receivership or similar event (v) consummation of the obligated person;
14. Mergera merger, consolidation, or acquisition of the involving an obligated person, if material;or the sale of all or substantially all of the assets of the Council or 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; or
15. Appointment (vi) appointment of a successor or additional trustee, trustee or the change of name of a trustee.
(b) The Dissemination Agent shall, within one (1) Business Day of obtaining actual knowledge of the occurrence of any event that it believes may constitute a Reportable Event, contact the Disclosure Representative, inform such person of the event, and request that the Council promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to subsection 5(f). For the purpose of this Disclosure Agreement, “actual knowledge” of the event means knowledge by an officer of the Dissemination Agent with responsibility for matters related to the Bond Resolution or this Disclosure Agreement.
(c) Whenever the Council obtains knowledge of the occurrence of an event that may constitute a Reportable Event, because of a notice from the Dissemination Agent pursuant to subsection 5(b) or otherwise, the Council shall as soon as possible determine if materialsuch event is a Reportable Event.
(d) If an event is an Occurrence Event or if knowledge of the occurrence of a Material Event would be material under applicable federal securities laws, the Council shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection 5(f).
(e) If in response to a request under subsection 5(b), the Council determines that the event is not an Occurrence Event and would not be material under applicable federal securities laws, the Council shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to report the occurrence pursuant to subsection 5(f).
(f) If the Dissemination Agent has been instructed by written notice from the Council to report the occurrence of a Reportable Event, the Dissemination Agent shall file a notice of such occurrence with the MSRB, via EMMA, with a copy to the Council, the Paying Agent and each Participating Underwriter. Notwithstanding the foregoing, notice of Reportable Events described in subsections (a)(1)(vi) and (a)(2)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to the owners of affected Bonds pursuant to the Bond Resolution.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant to the provisions of this Section 5, the County (a) The Dissemination Agent shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the Certificates, within Bonds not later than ten (10) business days after the occurrence of the occurrence thereofevent:
1. Principal (i) principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled (ii) unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled (iii) unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution (iv) substitution of credit or liquidity providers, or their failure to perform;
6. Adverse (v) adverse tax opinions, IRS notices or events affecting opinions with respect to the tax status of the CertificatesTax-Exempt Bonds or the issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB) with respect to the Tax-Exempt Bonds;
7. Modifications to rights of the holders of the Certificates, if material;
8. Certificate calls, if material;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the Certificates, if material;
11. Rating changes;
12. Tender (vi) tender offers;
13. (vii) defeasances;
(viii) Rating changes; or
(ix) Bankruptcy, insolvency, receivership or similar event of the obligated person;
14. Merger(b) The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten business days after the occurrence of the event:
(i) unless described in paragraph 5(a)(v), adverse tax opinions or other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Tax-Exempt Bonds or other material events affecting the tax status of the Tax-Exempt Bonds;
(ii) modifications to rights of the Owners of the Bonds;
(iii) optional, unscheduled or contingent Bond calls;
(iv) release, substitution or sale of property securing repayment of the Bonds;
(v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, if material;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; or
15. Appointment (vii) appointment of a successor or additional trustee, trustee or the change of name of a trustee;
(c) Whenever a Listed Event described in Section 5(b) occurs with respect to the Bonds, the City shall determine if such event would be material under applicable federal securities laws.
(d) If a Listed Event described in Section 5(a) occurs, or the City determines that a Listed Event described in Section 5(b) would be material under applicable federal securities laws, the City shall within ten business days of occurrence file a notice of such occurrence with the MSRB through the EMMA System in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsections (a)(vii) or (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
(e) The Trustee, if materialnot the Dissemination Agent, shall, within 5 Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determine the materiality thereof), contact the City, inform such person of the event, and request that the City promptly notify the Dissemination Agent, or if there is no Dissemination Agent, the Trustee, in writing whether or not to report the event pursuant to paragraph (b). For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the principal corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant to the provisions of this Section 5, the County (a) The Dissemination Agent shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the Certificates, within Bonds not later than ten (10) business days after the occurrence of the occurrence thereofevent:
1. Principal (i) principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled (ii) unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled (iii) unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution (iv) substitution of credit or liquidity providers, or their failure to perform;
6. Adverse (v) adverse tax opinions, IRS notices or events affecting opinions with respect to the tax status of the CertificatesTax- Exempt Bonds or the issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB) with respect to the Tax-Exempt Bonds;
7. Modifications to rights of the holders of the Certificates, if material;
8. Certificate calls, if material;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the Certificates, if material;
11. Rating changes;
12. Tender (vi) tender offers;
13. (vii) defeasances;
(viii) Rating changes; or
(ix) Bankruptcy, insolvency, receivership or similar event of the obligated person;
14. Merger(b) The Dissemination Agent shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material, not later than ten business days after the occurrence of the event:
(i) unless described in paragraph 5(a)(v), adverse tax opinions or other material notices or determinations by the Internal Revenue Service with respect to the tax status of the Tax-Exempt Bonds or other material events affecting the tax status of the Tax-Exempt Bonds;
(ii) modifications to rights of the Owners of the Bonds;
(iii) optional, unscheduled or contingent Bond calls;
(iv) release, substitution or sale of property securing repayment of the
(v) non-payment related defaults;
(vi) the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, if material;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; or
15. Appointment (vii) appointment of a successor or additional trustee, trustee or the change of name of a trustee;
(c) Whenever a Listed Event described in Section 5(b) occurs with respect to the Bonds, the City shall determine if such event would be material under applicable federal securities laws.
(d) If a Listed Event described in Section 5(a) occurs, or the City determines that a Listed Event described in Section 5(b) would be material under applicable federal securities laws, the City shall within ten business days of occurrence file a notice of such occurrence with the MSRB through the EMMA System in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsections (a)(vii) or (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture.
(e) The Trustee, if materialnot the Dissemination Agent, shall, within 5 Business Days of obtaining actual knowledge of the occurrence of any of the Listed Events (with no obligation to determine the materiality thereof), contact the City, inform such person of the event, and request that the City promptly notify the Dissemination Agent, or if there is no Dissemination Agent, the Trustee, in writing whether or not to report the event pursuant to paragraph (b). For the purpose of this Disclosure Agreement “actual knowledge” means actual knowledge at the principal corporate trust office of the Trustee by an officer of the Trustee with responsibility for matters related to the administration of the Indenture.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required The Board will also provide, in a timely manner (not in excess of ten business days after the occurrence thereof) to the MSRB through EMMA, in such manner and format and accompanied by such identifying information as is prescribed by the Securities and Exchange Commission, pursuant to MSRB at the provisions time of this Section 5, the County shall give, or cause to be given, to the Repositoriesdelivery of such information, notice of the occurrence of any of the following events (a “Significant Event”) with respect to the Certificates, within ten (10) business days of the occurrence thereofSeries 2014AB Bonds:
1. Principal 5.1 principal and interest payment delinquencies;
2. Non5.2 non-payment related defaults, if material;
3. Unscheduled 5.3 unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled 5.4 unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution 5.5 substitution of credit or liquidity providers, or their failure to perform;
6. Adverse 5.6 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 security, or other material events affecting the tax status of the Certificatessecurity;
7. Modifications 5.7 modifications to rights of the holders of the CertificatesSeries 2014AB Bonds, if material;
8. Certificate 5.8 bond calls, if material, and tender offers (other than scheduled mandatory redemptions);
9. Defeasances5.9 defeasances;
10. Release5.10 release, substitution or sale of property securing repayment of the CertificatesSeries 2014AB Bonds, if material;
11. Rating 5.11 rating changes;
12. Tender offers;
13. Bankruptcy5.12 bankruptcy, insolvency, receivership or similar event of the obligated personBoard1;
14. Merger5.13 the consummation of a merger, consolidation, or acquisition involving the Board or the sale of all or substantially all of the assets of the Board, 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; and 1 This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the 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 material;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 Board.
15. Appointment 5.14 appointment of a successor or additional trustee, trustee or the change of name of a trustee, if material. For purposes of this section, materiality is interpreted in accordance with the 1934 Act. Notwithstanding the foregoing, a notice of optional or unscheduled redemption of any Series 2014AB Bonds or defeasance of any Series 2014AB Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the holders of the Series 2014AB Bonds pursuant to the Bond Resolution.
Appears in 1 contract
Samples: Continuing Disclosure Agreement
Reporting of Significant Events. Unless otherwise required by the Securities and Exchange Commission, pursuant (a) Pursuant to the provisions of this Section 5, the City and County shall give, or cause to be given, to the Repositories, notice of the occurrence of any of the following events with respect to the CertificatesBonds, within not later than ten (10) New York securities market business days after the occurrence of the occurrence thereofevent:
1. i. Principal and interest payment delinquencies;
2ii. Non-payment related defaults, if material;
3iii. Unscheduled draws on debt service reserves reflecting financial difficulties;
4iv. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. v. Substitution of credit or liquidity providers, or their failure to perform;
6vi. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determination of taxability. Notices of Proposed Issue (IRS Form 5701 TEB) ) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the CertificatesBonds;
7vii. Modifications to rights of the holders of the CertificatesBondholders, if material;
8viii. Certificate Optional or unscheduled Bond calls, if material, and tender offers;
9ix. Defeasances;
10. x. Release, substitution substitution, or sale of property securing repayment of the CertificatesBonds, if material;
11xi. Rating changes;
12. Tender offers;
13xii. Bankruptcy, insolvency, receivership or similar event of the obligated personCity and County;
14xiii. MergerThe consummation of a merger, consolidation, or acquisition involving the City and County or the sale of all or substantially all of the obligated personassets of the City and County, 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;
15xiv. Appointment of a successor or additional trustee, trustee or the change of name of a trustee, if material;
xv. Incurrence of a financial obligation of the City and County, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City and County, any of which affect Bond holders, if material; or
xvi. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City and County, any of which reflect financial difficulties. For the purposes of the event identified in subparagraph (xii) above, the event is considered to occur when any of the following occur: the 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 governmental 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.
xvii. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.
(b) The City and County shall give, or cause to be given, in a timely manner, notice of a failure to provide the annual financial information on or before the date specified in Section 4, as provided in Section 4.
(c) Whenever the City and County obtains knowledge of the occurrence of a Listed Event described in Section 5(b), the City and County shall determine if such event would be material under applicable federal securities laws.
(d) If the City and County learns of the occurrence of a Listed Event described in Section 5(a), or determines that a Listed Event described in Section 5(b) would be material under applicable federal securities laws, the City and County shall within ten (10) business days of occurrence file a notice of such occurrence with the MSRB in electronic format, accompanied by such identifying information as is prescribed by the MSRB. Notwithstanding the foregoing, notice of the Listed Event described in subsections (a)(vii) or (b)(iii) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Bonds pursuant to the Resolution.
(e) The City and County intends to comply with the Listed Events described in Section 5(a)(xv) and Section 5(a)(xv), and the definition of “Financial Obligation” in Section 1, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the Commission in Release No. 34-83885 dated August 20, 2018 (the “2018 Release”), and any further amendments or written guidance provided by the Commission or its staff with respect the amendments to the Rule effected by the 2018 Release.
Appears in 1 contract
Samples: Bond Purchase Agreement