Underwriter’s Right to Cancel. The Underwriter shall have the right to cancel its obligations to purchase the Series 2022A Bonds (such cancellation shall not constitute a default hereunder) by notifying the Issuer in writing of their election to do so, if between the date hereof and the date of the Closing: (a) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America, or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America, or the Tax Court of the United States of America, shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States of America or the Internal Revenue Service shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the State or by any similar body or upon interest received on obligations of the general character of the Series 2022A Bonds, which, in the Underwriter’s opinion, materially adversely affects the market price of the Series 2022A Bonds; (b) any legislation, ordinance, rule or regulation shall be introduced in or be enacted by any governmental body, department or agency in the State, or a decision by any court of competent jurisdiction within the State shall be rendered which, in the Underwriter’s opinion, materially adversely affects the market price of Series 2022A Bonds; (c) a stop order, ruling, regulation or Limited Offering Memorandum by, or on behalf of, the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of Series 2022A Bonds, or the issuance, offering or sale of Series 2022A Bonds, including all the underlying obligations, as contemplated hereby or by the Limited Offering Memorandum, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect (the “Exchange Act”), or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”); (d) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of Series 2022A Bonds, or Series 2022A Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act; (e) any event shall have occurred, or information become known, which, in the Underwriter’s opinion, makes untrue in any material respect any statement or information contained in the Limited Offering Memorandum or the appendices thereto, or has the effect that the Limited Offering Memorandum or the appendices thereto as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (f) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; (g) any national securities exchange, or any governmental authority, shall impose, as to Series 2022A Bonds or obligations of the general character of Series 2022A Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the change to the net capital requirements of, the Underwriter; (h) a general banking moratorium shall have been established by federal, New York, or State authorities; (i) there shall have occurred, or any notice shall have been given of, any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the State’s obligations or any rating of the State; (j) a war involving the United States of America shall have been declared, or any conflict involving the armed forces of the United States of America shall have escalated, or any other national or international emergency, calamity or crisis related to the effective operation of government or the financial community shall have occurred or shall have escalated (including an escalation of the COVID-19 pandemic), which, in the Underwriter’s opinion, materially adversely affects the market price of Series 2022A Bonds; (k) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Limited Offering Memorandum.
Appears in 1 contract
Samples: Bond Purchase Agreement
Underwriter’s Right to Cancel. The Underwriter shall have the right to cancel its obligations obligation to purchase the Series 2022A and accept delivery of any Bonds (such cancellation shall not constitute a default hereunder) hereunder by notifying the Issuer and the Company in writing of their its election to do so, if so between the date hereof and the Closing Date if, on or after the date of hereof and on or prior to the ClosingClosing Date:
(a) a tentative decision with respect to legislation shall be reached enacted or be actively considered for enactment by a committee of the House of Representatives Congress, or the Senate of recommended to the Congress for passage by the President of the United States of America, or legislation shall be favorably reported for passage to either chamber of the Congress by such a committee or be introducedof such chamber to which such legislation has been referred for consideration, a decision by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress a court of the United States of America, America or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America, or the Tax Court of the United States of America, shall be rendered, or a ruling, regulation or order official statement (including a press release) by or on behalf of the Treasury Department of the United States of America or America, the Internal Revenue Service or other governmental agency shall have occurred which results in the imposition of be made or proposed to be made with respect to federal income taxation, taxation upon revenues or other income of the general character to be derived by the State Issuer under the Indenture and the Loan Agreement or by any similar body body, or upon interest received on obligations of the general character of the Series 2022A Bonds, or other action or events shall have transpired which have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated in connection herewith, which, in the reasonable judgment of the Underwriter’s opinion, materially and adversely affects the marketability of the Bonds or the market price generally of obligations of the Series 2022A general character of the Bonds;; or
(b) legislation or any legislation, ordinance, rule or regulation shall be introduced in have been enacted or be enacted favorably reported for passage by any governmental body, department or agency in of the State, or a any decision shall have been rendered by any court of competent jurisdiction within in the State, which would materially and adversely affect or change the exemptions from State taxation of the Bonds or the interest thereon or the exemption from taxation in or by the State shall of the revenues derived or income of the character to be rendered which, in derived by the Underwriter’s opinion, materially adversely affects Issuer under the market price of Series 2022A Bonds;Indenture or the Loan Agreement; or
(c) a stop order, ruling, regulation or Limited Offering Memorandum by, official statement by or on behalf of, of the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of the Bonds or of obligations of the general character of Series 2022A Bondsthe Bonds as contemplated hereby or the Bonds are subject to registration or qualification under the Securities Act, or the Indenture is required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or either the issuance of the Bonds or the delivery of the Indenture is in violation of any applicable provision of either of such acts or other federal securities laws or applicable regulations promulgated thereunder; or
(d) any legislation shall be enacted or any action shall be taken by the SEC or any other agency of the federal government having jurisdiction of the subject matter or a court of competent jurisdiction, which has the effect of requiring registration of the Bonds under the Securities Act, or the Indenture, or any other document executed in connection with the transactions contemplated herein, to be qualified under the Trust Indenture Act; or that the issuance, offering offering, or sale of Series 2022A obligations of the general character of the Bonds, including all the underlying obligations, as contemplated hereby or by the Limited Offering MemorandumMemorandum or otherwise, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, law as amended and as then in effect (the “Securities Act”), the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect (the “Exchange Act”), or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”);
(d) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of Series 2022A Bonds, or Series 2022A Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act;effect; or
(e) any event shall have occurred, occurred or information become known, condition shall exist which, in the reasonable judgment of the Underwriter’s opinion, either (i) makes untrue or incorrect in any material respect any statement or information contained in the Limited Offering Memorandum or the appendices theretoMemorandum, or has the effect that (ii) is not reflected in the Limited Offering Memorandum or the appendices thereto as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary and should be reflected therein in order to comply with any rulings or regulations of the SEC or other governmental agency or to make the statements made, and information contained therein not misleading in light of the circumstances under which they were made, not misleading;any material respect; or
(f) additional material restrictions not there shall have occurred a declaration of war or engagement in force as or escalation of military hostilities by the United States or any other national or international calamity or crisis or a financial crisis, the effect of such outbreak, calamity or crisis on the financial markets of the date hereof shall have been imposed upon trading United States of America being such as, in securities generally by any governmental authority or by any national securities exchange;the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or
(g) any trading shall be suspended, or new or additional trading or loan restrictions shall be imposed by the New York Stock Exchange or other national securities exchange, exchange or any governmental authority, shall impose, as authority with respect to Series 2022A Bonds or obligations of the general character of Series 2022A Bonds, any material restrictions not now in force, the Bonds or increase materially those now in force, with respect to the extension of credit by, or the change to the net capital requirements of, the Underwriter;
(h) a general banking moratorium shall be declared by federal or New York authorities or a material disruption in commercial banking activities or securities settlement or clearance services shall have been established by federaloccurred; or
(h) any litigation shall be instituted, New Yorkpending or to the Company’s knowledge, threatened in writing to restrain or State authorities;enjoin the issuance or sale of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Indenture, the Loan Agreement, the Tax Agreement, the Continuing Disclosure Agreement or this Bond Purchase Agreement or the existence or powers of the Issuer or the Company with respect thereto; or
(i) there shall have occurredoccurred any material adverse change in, or any notice shall have been given ofmaterial adverse effect upon, any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any the financial condition of the State’s obligations or any rating Company and its subsidiaries taken as a whole, that could reasonably be expected to affect the issuance of the State;Bonds; or
(j) the Company or the Bonds shall be downgraded by a war involving rating agency that rates the United States of America shall have been declaredCompany or the Bonds (Moody’s or Standard & Poor’s), or any conflict involving the armed forces such rating shall be withdrawn. Any termination of the United States this Bond Purchase Agreement pursuant to this Section 10 shall be without liability of America shall have escalated, or any party to any other national or international emergencyparty, calamity or crisis related to the effective operation of government or the financial community shall have occurred or shall have escalated (including an escalation of the COVID-19 pandemic), which, except as described in the Underwriter’s opinion, materially adversely affects the market price of Series 2022A Bonds;
(k) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Limited Offering MemorandumSection 9 above.
Appears in 1 contract
Underwriter’s Right to Cancel. The Underwriter Underwriters shall have the right to cancel its obligations obligation to purchase and accept delivery of the Series 2022A Bonds (such cancellation shall not constitute a default hereunder) hereunder by notifying the Issuer and the Company in writing writing, or by telecopy, of their its election to do so, if so between the date hereof and the Closing Date if, on or after the date of hereof and on or prior to the ClosingClosing Date:
(a) a tentative decision with respect to legislation shall be reached enacted or be actively considered for enactment by a committee of the House of Representatives Congress, or the Senate of recommended to the Congress for passage by the President of the United States of America, or legislation shall be favorably reported for passage to either chamber of the Congress by such a committee or be introducedof such chamber to which such legislation has been referred for consideration, a decision by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress a court of the United States of America, America or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America, or the Tax Court of the United States of America, shall be rendered, or a ruling, regulation or order official statement (including a press release) by or on behalf of the Treasury Department of the United States of America or America, the Internal Revenue Service or other governmental agency shall have occurred which results in the imposition of be made or proposed to be made with respect to federal income taxation, taxation upon revenues or other income of the general character to be derived by the State Issuer under the Indenture and the Loan Agreement or by any similar body body, or upon interest received on obligations of the general character of the Series 2022A Bonds, or other action or events shall have transpired which have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated in connection herewith, which, in the Underwriter’s opinionreasonable judgment of the Underwriters, materially and adversely affects the marketability of the Bonds or the market price generally of obligations of the Series 2022A general character of the Bonds;; or
(b) any legislation, legislation or an ordinance, rule or regulation shall be introduced in have been enacted or be enacted favorably reported for passage by any governmental body, department or agency in of the State, or a any decision shall have been rendered by any court of competent jurisdiction within in the State, which would materially and adversely affect or change the exemptions (if any) from State taxation of the Bonds or the interest thereon or the exemption (if any) from taxation in or by the State shall of the revenues derived or income of the character to be rendered which, in derived by the Underwriter’s opinion, materially adversely affects Issuer under the market price of Series 2022A Bonds;Indenture or the Loan Agreement; or
(c) a stop order, ruling, regulation or Limited Offering Memorandum by, official statement by or on behalf of, the SEC or any other governmental agency having jurisdiction of the subject matter Commission shall be issued or made to the effect that the issuance, offering or sale of the Bonds or of obligations of the general character of Series 2022A Bonds, or the issuance, offering or sale of Series 2022A Bonds, including all the underlying obligations, Bonds as contemplated hereby or by the Limited Offering Memorandum, is in violation Bonds are subject to registration or would be in violation of any provision of the federal securities laws, qualification under the Securities Act of 1933, as amended and as then in effect (the “Securities Act”), the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect (the “Exchange Act”), or the qualification provisions of Indenture is required to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture ActTIA”);, or either the Bonds or the Indenture is in violation of any applicable provision of either of such acts or other federal securities laws or applicable regulations promulgated thereunder; or
(d) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of Series 2022A Bonds, or Series 2022A Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act;
(e) any event shall have occurred, occurred or information become known, condition shall exist which, in the Underwriter’s opinionreasonable judgment of the Underwriters, either (i) makes untrue or incorrect in any material respect any statement or information contained in the Limited Offering Memorandum or the appendices theretoOfficial Statement, or has (ii) is not reflected in the effect that the Limited Offering Memorandum or the appendices thereto as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary Official Statement and should be reflected therein in order to comply with any rulings or regulations of the Commission or other governmental agency or to make the statements madeand information contained therein not misleading in any material respect; or
(e) there shall have occurred any outbreak of hostilities or escalation thereof or other national or international calamity or crisis or a financial crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States of America being such as, in light the reasonable opinion of the circumstances under which they were madeUnderwriters, not misleading;would affect materially and adversely the ability of the Underwriters to market the Bonds; or
(f) trading shall be suspended, or new or additional material trading or loan restrictions not in force as of shall be imposed by the date hereof shall have been imposed upon trading in New York Stock Exchange or other national securities generally by any exchange or governmental authority or by any national securities exchange;
(g) any national securities exchange, or any governmental authority, shall impose, as with respect to Series 2022A Bonds or obligations of the general character of Series 2022A Bonds, any material restrictions not now in force, the Bonds or increase materially those now in force, with respect to the extension of credit by, or the change to the net capital requirements of, the Underwriter;
(h) a general banking moratorium shall have been established be declared by federal, State or New YorkYork authorities or a material disruption in commercial banking activities or securities settlement or clearance services shall have occurred; or
(g) any litigation shall be instituted, pending or State authorities;threatened to restrain or enjoin the issuance or sale of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Indenture, the Loan Agreement, the Tax Agreement, the Continuing Disclosure Certificate or this Bond Purchase Contract or the existence or powers of the Issuer and the Company; or
(h) there shall have occurred any change in the financial condition of the Company and its subsidiaries taken as a whole from those set forth in the Official Statement that makes the Bonds, in the reasonable judgment of the Underwriters, impracticable to market on the terms and in the manner contemplated in the Official Statement; or
(i) there shall have occurred, the withdrawal or any downgrading of the rating of the Bonds to less than “BBB-” by Fitch Ratings; or notice shall have been given of, of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the State’s obligations or any rating of the State;
(j) a war involving the United States of America credit review shall have been declared, issued or any conflict involving the armed forces of the United States of America other notice shall have escalated, been given of any intended or potential downgrading of such rating. Any termination of this Bond Purchase Contract pursuant to this Section 8 shall be without liability of any party to any other national or international emergencyparty, calamity or crisis related to the effective operation of government or the financial community shall have occurred or shall have escalated (including an escalation of the COVID-19 pandemic), which, except as described in the Underwriter’s opinion, materially adversely affects the market price of Series 2022A Bonds;
(k) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Limited Offering MemorandumSection 7 above.
Appears in 1 contract
Underwriter’s Right to Cancel. The Underwriter shall have the right to cancel its obligations obligation to purchase the Series 2022A and accept delivery of any Bonds (such cancellation shall not constitute a default hereunder) hereunder by notifying the Issuer and the Company in writing of their its election to do so, if so between the date hereof and the Closing Date if, on or after the date of hereof and on or prior to the ClosingClosing Date:
(a) a tentative decision with respect to legislation shall be reached enacted or be actively considered for enactment by a committee of the House of Representatives Congress, or the Senate of recommended to the Congress for passage by the President of the United States of America, or legislation shall be favorably reported for passage to either chamber of the Congress by such a committee or be introducedof such chamber to which such legislation has been referred for consideration, a decision by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress a court of the United States of America, America or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America, or the Tax Court of the United States of America, shall be rendered, or a ruling, regulation or order official statement (including a press release) by or on behalf of the Treasury Department of the United States of America or America, the Internal Revenue Service or other governmental agency shall have occurred which results in the imposition of be made or proposed to be made with respect to federal income taxation, taxation upon revenues or other income of the general character to be derived by the State Issuer under the Indenture and the Loan Agreement or by any similar body body, or upon interest received on obligations of the general character of the Series 2022A Bonds, or other action or events shall have transpired which have the purpose or effect, directly or indirectly, of changing the federal income tax consequences of any of the transactions contemplated in connection herewith, which, in the reasonable judgment of the Underwriter’s opinion, materially and adversely affects the marketability of the Bonds or the market price generally of obligations of the Series 2022A general character of the Bonds;; or
(b) legislation or any legislation, ordinance, rule or regulation shall be introduced in have been enacted or be enacted favorably reported for passage by any governmental body, department or agency in of the State, or a any decision shall have been rendered by any court of competent jurisdiction within in the State, which would materially and adversely affect or change the exemptions from State taxation of the Bonds or the interest thereon or the exemption from taxation in or by the State shall of the revenues derived or income of the character to be rendered which, in derived by the Underwriter’s opinion, materially adversely affects Issuer under the market price of Series 2022A Bonds;Indenture or the Loan Agreement; or
(c) a stop order, ruling, regulation or Limited Offering Memorandum by, official statement by or on behalf of, of the SEC or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of the Bonds or of obligations of the general character of Series 2022A Bondsthe Bonds as contemplated hereby or the Bonds are subject to registration or qualification under the Securities Act, or the Indenture is required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or either the issuance of the Bonds or the delivery of the Indenture is in violation of any applicable provision of either of such acts or other federal securities laws or applicable regulations promulgated thereunder; or
(d) any legislation shall be enacted or any action shall be taken by the SEC or any other agency of the federal government having jurisdiction of the subject matter or a court of competent jurisdiction, which has the effect of requiring registration of the Bonds under the Securities Act, or the Indenture, or any other document executed in connection with the transactions contemplated herein, to be qualified under the Trust Indenture Act; or that the issuance, offering offering, or sale of Series 2022A obligations of the general character of the Bonds, including all the underlying obligations, as contemplated hereby or by the Limited Offering MemorandumMemorandum or otherwise, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, law as amended and as then in effect (the “Securities Act”), the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect (the “Exchange Act”), or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect (the “Trust Indenture Act”);
(d) legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of Series 2022A Bonds, or Series 2022A Bonds, including all the underlying obligations, are not exempt from registration under or from other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act;effect; or
(e) any event shall have occurred, occurred or information become known, condition shall exist which, in the reasonable judgment of the Underwriter’s opinion, either (i) makes untrue or incorrect in any material respect any statement or information contained in the Limited Offering Memorandum or the appendices theretoMemorandum, or has the effect that (ii) is not reflected in the Limited Offering Memorandum or the appendices thereto as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary and should be reflected therein in order to comply with any rulings or regulations of the SEC or other governmental agency or to make the statements made, and information contained therein not misleading in light of the circumstances under which they were made, not misleading;any material respect; or
(f) additional material restrictions not there shall have occurred a declaration of war or engagement in force as or escalation of military hostilities by the United States or any other national or international calamity or crisis or a financial crisis, the effect of such outbreak, calamity or crisis on the financial markets of the date hereof shall have been imposed upon trading United States of America being such as, in securities generally by any governmental authority or by any national securities exchange;the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds; or
(g) any trading shall be suspended, or new or additional trading or loan restrictions shall be imposed by the New York Stock Exchange or other national securities exchange, exchange or any governmental authority, shall impose, as authority with respect to Series 2022A Bonds or obligations of the general character of Series 2022A Bonds, any material restrictions not now in force, the Bonds or increase materially those now in force, with respect to the extension of credit by, or the change to the net capital requirements of, the Underwriter;
(h) a general banking moratorium shall have been established be declared by federal, State or New YorkYork authorities or a material disruption in commercial banking activities or securities settlement or clearance services shall have occurred; or
(h) any litigation shall be instituted, pending or State authorities;to the Company’s knowledge, threatened in writing to restrain or enjoin the issuance or sale of the Bonds or in any way protesting or affecting any authority for or the validity of the Bonds, the Indenture, the Loan Agreement, the Tax Agreement, the Continuing Disclosure Agreement or this Bond Purchase Agreement or the existence or powers of the Issuer or the Company with respect thereto; or
(i) there shall have occurredoccurred any material adverse change in, or any notice shall have been given ofmaterial adverse effect upon, any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any the financial condition of the State’s obligations or any rating Company and its subsidiaries taken as a whole, that could reasonably be expected to affect the issuance of the State;Bonds; or
(j) the Company or the Bonds shall be downgraded by a war involving rating agency that rates the United States of America shall have been declaredCompany or the Bonds (Xxxxx’x or Standard & Poor’s), or any conflict involving the armed forces such rating shall be withdrawn. Any termination of the United States this Bond Purchase Agreement pursuant to this Section 10 shall be without liability of America shall have escalated, or any party to any other national or international emergencyparty, calamity or crisis related to the effective operation of government or the financial community shall have occurred or shall have escalated (including an escalation of the COVID-19 pandemic), which, except as described in the Underwriter’s opinion, materially adversely affects the market price of Series 2022A Bonds;
(k) any fact or event shall exist or have existed that, in the Underwriter’s judgment, requires or has required an amendment of or supplement to the Limited Offering MemorandumSection 9 above.
Appears in 1 contract
