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Res 1998-192
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Res 1998-192
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Last modified
4/27/2007 2:17:07 PM
Creation date
4/24/2007 2:16:28 PM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Agreement
Number
1998-192
Date
9/28/1998
Volume Book
134
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<br /> No default by GBRA or the Disclosure Party in observing or performing their respective <br /> obligations under this Agreement shall comprise a breach of or default under any resolution ofGBRA <br /> authorizing the issuance of the Bonds, or any contract relating thereto, for purposes of any other <br /> provision of this Agreement. <br /> Nothing in this Agreement is intended or shall act to disclaim, waive, or otherwise limit the <br /> duties of GBRA or the Disclosure Party under federal and state securities laws. <br /> The provisions of this Agreement may be amended by GBRA and the Disclosure Party ITom <br /> time to time to adapt to changed circumstances that arise ITom a change in legal requirements, a <br /> change in law, or a change in the identity, nature, status, or type of operations of GBRA or the <br /> Disclosure Party, but only if (1) the provisions of this Agreement, as so amended, would have <br /> permitted an underwriter to purchase or sell the Bonds in the primary offering of the Bonds in <br /> compliance with the Rule, taking into account any amendments or interpretations of the Rule since <br /> such offering as well as such changed circumstances and (2) either (a) the bondholders or beneficial <br /> owners of a majority in aggregate principal amount (or any greater amount required by any other <br /> provision of this Agreement that authorizes such an amendment) of outstanding Bonds consent to <br /> such amendment or (b) an entity that is unaffiliated with GBRA or the Disclosure Party (such as <br /> nationally recognized bond counsel) determines that such amendment will not materially impair the <br /> interest of the bondholders and beneficial owners of the Bonds and is permitted by the terms of the <br /> Agreement. If GBRA and the Disclosure Party so amend the provisions of this Agreement in <br /> connection with the financial or operating data which it is required to disclose under Section 2 hereof, <br /> the Disclosure Party shall provide a notice of such amendment to be filed in accordance with Section <br /> 3 (b) hereof, together with an explanation, in narrative form, of the reason for the amendment and the <br /> impact of any change in the type of financial information or operating data to be so provided. GBRA <br /> and the Disclosure Party may also amend or repeal the provisions of this continuing disclosure <br /> agreement if the SEC amends or repeals the applicable provision of the Rule or a ,court of final <br /> jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent <br /> that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or <br /> selling the Bonds in the primary offering of the Bonds. <br /> SECTION 5. Disclosure Obligations Following Delivery of Final Official Statement <br /> If at any time prior to the first to occur of (i) the date upon which the "Representative" of the <br /> "Underwriters" (as such terms are defined in the Bond Purchase Contract relating to the issuance of <br /> the Bonds) for the Bonds notifies the Disclosure Party that the period of the initial public offering of <br /> the Bonds has expired or (ii) the date that is 180 days after the date GBRA authorized the sale of the <br /> Bonds, any event shall occur which might or would cause the final official statement for the Bonds <br /> to contain any untrue statement of a material fact or omit to state a material fact required to be stated <br /> therein or necessary to made the statement therein, in light of the circumstances under which they <br /> were made, not misleading, the Disclosure Party shall notify the Representative, and if, in the opinion <br /> of the Representative, such events requires the preparation and publication of a supplement or <br /> amendment to such final official statement, the Disclosure Party will so notify GBRA and will <br /> cooperate in providing all relevant information for the purpose of causing GBRA, at its expense, to <br /> supplement or amend such final official statement in the form and in a manner approved by the <br /> 4 <br />
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