Incipient Invalidity Event definition

Incipient Invalidity Event means (i) the validity or enforceability of any provision of the Act or Ordinance that impacts (A) the Authority’s ability or obligation to levy the Measure R Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and Ordinance which affects the Authority’s ability or obligation to make payments of principal or interest on the Notes, any Advances, any Loans or any other payment obligations due and owing the Lender under this Agreement or the pledge of and lien on Pledged Revenues or Subordinate Pledged Revenues securing the payments of principal or interest on the Notes, any Advances and any Loans or (B) the Board of Equalization’s ability or obligation to collect the Measure R Sales Tax or to pay the Measure R Sales Tax to the Trustee, in each case, which affects the Authority’s ability or obligation to make payments of principal or interest on the Notes, any Advances, any Loans or any other payment obligations due and owing the Lender under this Agreement or the pledge of and lien on Pledged Revenues or Subordinate Pledged Revenues securing the payments of principal or interest on the Notes, any Advances and any Loans is publicly contested or publicly repudiated by an Authorized Representative of the Authority or (ii) any such provision described in clause (i)(A) or (i)(B) of this definition is deemed to be invalid or unenforceable as a result of an Authorized Representative of the Authority or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction taking any official action, or duly enacting any statute or legislation or issuing an executive order or (iii) any such provision described in clause (i)(A) or (i)(B) of this definition is determined by a court of competent jurisdiction or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction in a proceeding subject to further appeals to be invalid or unenforceable or (iv) (A) the validity or enforceability of, or the liabilities or obligations of the Authority with respect to, payments of principal or interest on the Notes, any Advances, any Loans or any other Obligations due and owing the Lender under this Agreement, under the Act or Ordinances or any Payment and Collateral Obligation, or (B) any Payment and Collateral Obligation in and of itself, in any case with respect to the prior clause (iv)(A) or (iv)(B), is publicly conteste...
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Incipient Invalidity Event means (i) the validity or enforceability of any provision of any Bond Enabling Law that impacts the Department’s ability or obligation to collect Revenues or the validity or enforceability of any Payment and Collateral Obligation, any Bank Note, any Advance, any Revolving Loan or any Term Loan is contested or repudiated by duly authorized action of the Department, the City, the State or any other Governmental Authority with appropriate jurisdiction or is declared invalid or unenforceable in a proceeding subject to further appeals or (ii) any Payment and Collateral Obligation, any Bank Note, any Advance, any Revolving Loan or any Term Loan or any provision of any Bond Enabling Law that impacts the Department’s ability or obligation to collect Revenues is deemed to be invalid or unenforceable as a result of an authorized representative of the Department, the City, the State or any other Governmental Authority with appropriate jurisdiction taking or being permitted to take any official action or introducing or duly enacting any statute or legislation or issuing an executive order.
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Incipient Invalidity Event means (i) the validity or enforceability of any provision of the Act or Ordinance No. 16 that impacts (A) the Authority’s ability or obligation to levy the Proposition A Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and Ordinance No. 16 which affects the Authority’s ability or obligation to make payments of principal or interest on the Notes, the Bank Note, any unreimbursed Drawings, any Advances, the other Reimbursement Obligations and all other payment obligations due and owing the Bank under this Agreement or the pledge of and lien on Net Pledged Revenues securing the payments of principal or interest on the Notes, the Bank Note, any unreimbursed Drawings, any Advances, the other Reimbursement Obligations and all other payment obligations due and owing the Bank under this Agreement or (B) the Board of Equalization’s ability or obligation to collect the Proposition A Sales Tax or to pay the Pledged Tax to the Trustee, in each case, which affects the Authority’s ability or obligation to make payments of principal or interest on the Notes, the Bank Note, any unreimbursed Drawing, any Advances, the other Reimbursement Obligations or any other payment obligation due and owing the Bank under this Agreement or the pledge of and lien on Net Pledged Revenues securing the payments of principal or interest on the Notes, the Bank Note, any unreimbursed Drawing, any Advances, the other Reimbursement Obligations and all other payment obligations due and owing the Bank under this Agreement is publicly contested or publicly repudiated by an Authorized Officer of the Authority or (ii) the validity or enforceability of any such provision described in clause (i)(A) or (i)(B) above is deemed to be invalid or unenforceable as a result of an Authorized Officer of the Authority or the State or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction taking or being permitted to take any official action, or introducing or duly enacting any statute or legislation or issuing an executive order or (iii) any such provision described in clause (i)(A) or (i)(B) is determined by a court of competent jurisdiction or any instrumentality of the State or any other Governmental Authority with appropriate jurisdiction in a proceeding subject to further appeals to be invalid or unenforceable or (iv) the validity or enforceability of any Payment and Collateral Obli...
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More Definitions of Incipient Invalidity Event

Incipient Invalidity Event means (i) the validity or enforceability of any provision of the Law or the Ordinance that impacts the. Commission’s ability or obligation to levy or impose its one-half of one cent retail transactions and use tax in the incorporated and unincorporated territory of the County of San Diego (the “Sales Tax”) in accordance with the provisions of Part
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Incipient Invalidity Event means (i) the validity or enforceability of any provision of the Act or Ordinance that impacts (A) the Authority’s ability or obligation to levy the Measure R Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and Ordinance which affects the Authority’s ability or obligation to make payments of principal or interest on the Note, any Advances, any Tax-Exempt Loans or any other payment obligations due and owing the Lender under this Agreement or the pledge of and lien on Pledged Revenues or Subordinate Pledged Revenues securing the payments of principal or interest on the Note, any Advances and any Tax-Exempt Loans or
Sample 1
Incipient Invalidity Event means (i) the validity or enforceability of any provision of the Act or Ordinance that impacts (A) the Authority’s ability or obligation to levy the Measure R Sales Tax in the incorporated and unincorporated territory of the County of Los Angeles in accordance with the provisions of the Act and Ordinance which affects the Authority’s ability or obligation to make payments of principal or interest on the Series C Bonds or any other payment obligations due and owing the Purchaser under this Agreement or the pledge of and lien on Pledged Revenues or Subordinate Pledged Revenues (as applicable) securing the payments of principal or interest on the Series C Bonds or (B) the Board of Equalization’s ability or obligation to collect the Measure R Sales Tax or to pay the Measure R Sales Tax to the Senior Lien Trustee, in each case, which affects the Authority’s ability or obligation to make payments of principal or interest on the Series C Bonds or any other payment obligations due and owing the Purchaser under this Agreement or the pledge of and lien on Pledged Revenues or
Sample 1

Related to Incipient Invalidity Event

  • Illegality Event means that:

  • Application Event means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or (b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied pursuant to Section 2.4(b)(ii) of the Agreement.

  • Incipient Event of Termination means an event that but for notice or lapse of time or both would constitute an Event of Termination.

  • ii) Event means any event described in Section 11(a)(ii) hereof.

  • Disposition Event means any merger, consolidation or other business combination of the Corporation, whether effectuated through one transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially the same proportions as immediately prior to such transaction or series of transactions.

  • Realization Event means (i) the consummation of a Sale of the Company; or (ii) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it (from the Company or otherwise) and at least 50% of the aggregate of all Investor Investments.

  • Section 11(a)(ii) Event means any event described in Section 11(a)(ii) hereof.

  • Reduction Event means any of the following:

  • ERISA Termination Event means (i) a “Reportable Event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “Reportable Event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of a Borrower or any of its ERISA Affiliates from a “single employer” Plan during a plan year in which it was a “substantial employer”, both of such terms as defined in Section 4001(a) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC or (v) any other event or condition which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or (vi) the partial or complete withdrawal of a Borrower or any ERISA Affiliate of such Borrower from a “multiemployer plan” as defined in Section 4001(a) of ERISA.

  • Termination Upon Change of Control shall not include any termination of the employment of the Executive (a) by the Company for Cause; (b) as a result of the Permanent Disability of the Executive; (c) as a result of the death of the Executive; or (d) as a result of the voluntary termination of employment by the Executive for reasons other than Good Reason.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Unmatured Termination Event means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Liquidity Event means a Change of Control or an IPO.

  • Change of Control Repurchase Event means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Flip-in Event means a transaction in or pursuant to which any Person becomes an Acquiring Person;

  • Repurchase Event means the occurrence of a breach of any of the Seller’s representations and warranties in Section 3.1(a) or any other event which requires the repurchase of a Receivable by the Seller, under the Sale and Servicing Agreement.

  • Flip-Over Event means any event described in clause (x), (y) or (z) of Section 13(a) hereof.

  • Severe Disruption Event means any event specified as such in the Final Terms.

  • Potential Termination Event means an event which, with the giving of notice and/or the lapse of time, would constitute a Termination Event.

  • Benchmark Modification or Cessation Event means, in respect of the Benchmark any of the following has occurred or will occur:

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Acceleration Event means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f).

  • Flip-over Transaction or Event means a transaction or series of transactions after a Flip-In Date in which, directly or indirectly, (i) the Company shall consolidate or merge or participate in a share exchange with any other Person if, at the time of the consolidation, merger or share exchange or at the time the Company enters into any agreement with respect to any such consolidation, merger or share exchange, the Acquiring Person Controls the Board of Directors of the Company and either (A) any term of or arrangement concerning the treatment of shares of capital stock in such consolidation, merger or share exchange relating to the Acquiring Person is not identical to the terms and arrangements relating to other holders of the Common Stock or (B) the Person with whom the transaction or series of transactions occurs is the Acquiring Person or an Affiliate or Associate of the Acquiring Person or (ii) the Company shall sell or otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise transfer) assets (A) aggregating more than 50% of the assets (measured by either book value or fair market value) or (B) generating more than 50% of the operating income or cash flow, of the Company and its Subsidiaries (taken as a whole) to any Person (other than the Company or one or more of its wholly owned Subsidiaries) or to two or more such Persons which are Affiliates or Associates or otherwise acting in concert, if, at the time of the entry by the Company (or any such Subsidiary) into an agreement with respect to such sale or transfer of assets, the Acquiring Person Controls the Board of Directors of the Company. An Acquiring Person shall be deemed to "Control" the Company's Board of Directors when, following a Flip-In Date, the Persons who were directors of the Company before the Flip-In Date shall cease to constitute a majority of the Company's Board of Directors.