Laserfiche WebLink
"Closing Date" means [December 21, 20231, subject to the satisfaction or waiver by the <br /> Purchaser of the conditions precedent set forth in Section 3.02 hereof. <br /> "Code" means the Internal Revenue Code of 1986, as amended, and, where appropriate <br /> any statutory predecessor or any successor thereto. <br /> "Confidential Information" means any sensitive or confidential information regarding the <br /> Issuer, the Purchaser or any affiliate of the Purchaser including, without limitation, address and <br /> account information, e-mail addresses, telephone numbers, facsimile numbers, names and <br /> signatures of officers, employees. <br /> "Debt" of any Person means at any date, without duplication, (a) all obligations of such <br /> Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, <br /> notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase <br /> price of property or services, except trade accounts payable arising in the ordinary course of <br /> business, (d)all obligations of such Person as lessee under capital leases, (e) all Debt of others <br /> secured by a lien on any asset of such Person,whether or not such Debt is assumed by such Person, <br /> (f) all Guarantees by such Person of Debt of other Persons and (g) all obligations of such Person <br /> under any Swap Contract. <br /> "Default Rate" means, for any date of determination, a fluctuating rate of interest per <br /> annum equal to the greatest of(i)the Prime Rate plus four percent (4.0%), (ii)the Federal Funds <br /> Rate plus five percent(5.0%) or(iii)ten percent(10.0%). <br /> "Determination of Taxability" means a change in law or fact or the interpretation thereof, <br /> or the occurrence or existence of any fact, event or circumstance that results in interest on the Note <br /> being includable, in whole or in part, in the gross income of the Owners thereof or the Authority <br /> at any time takes any action or omits to take any action that results in interest on the Note being <br /> includable, in whole or in part, in the gross income of the Owners thereof and any of the Owners, <br /> or the Authority either (i) receives notice of a final determination from the Internal Revenue <br /> Service or a court of competent jurisdiction, or(ii) reasonably determines, based on an opinion of <br /> nationally recognized bond counsel qualified in such matters and selected by the Owner, that the <br /> interest on the Note is not excludable from the gross income of the recipient thereof. <br /> "EMNIA" means Electronic Municipal Market Access as provided by the Municipal <br /> Securities Rulemaking Board. <br /> "Event of Default"with respect to this Agreement has the meaning set forth in Section 6.01 <br /> hereof and, with respect to any Related Document, has the meaning set forth therein. <br /> "Execution Date"means [December_,20231, subject to the satisfaction or waiver by the <br /> Purchaser of the conditions precedent set forth in Section 3.01 hereof. <br /> "Federal Funds Rate"means,for any day,the rate per annum equal to the weighted average <br /> of the rates on overnight Federal funds transactions with members of the Federal Reserve System <br /> arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of <br /> New York on the Business Day next succeeding such day; provided that: (a) if such day is not a <br /> Business Day,then the Federal Funds Rate for such day shall be such rate on such transactions on <br /> 3 <br />