1 Del. Admin. Code § 401-7.0

Current through Reigster Vol. 28, No. 6, December 1, 2024

Section 401-7.0 - Closing Documents

7.1 Deadlines re: Closing Documents. To the maximum extent feasible, closing documents should be processed according to the following schedule:

7.1.1 Draft closing documents should be forwarded to the Authority's Deputy Attorney General for review by bond counsel no fewer than thirty (30) days prior to the anticipated closing date.

7.1.2 Documents should be returned to bond counsel with suggested changes by all parties to the financing no fewer than twenty (20) days prior to the anticipated closing date.

7.1.3 Final closing documents should be forwarded by bond counsel to the Authority's special counsel not less than ten (10) days prior to the scheduled closing.

7.2 Mandatory Provisions in Closing Documents. All closing documents with respect to the issuance of a Bond by the Authority shall contain, at a minimum, provisions acceptable to the Authority with respect to its own responsibilities and protection, including, without limitation, provisions with respect to limited liability of the Authority, continued operation of the Project at ail times in accordance with the requirements of the Act (including the employment requirements of the Act), insurance, payment of fees and expenses, indemnity, inspection of the Project premises and records with respect to the Project, transfer or assignment of the Project property, and substitution of Assisted Persons (including, if applicable, transfer or assignment of interests in the Assisted Person).

7.3 Authority Not to Hold Title. All transactions should be structured so as to eliminate title to the Project property being at any time in the name of the Authority.

7.4 Financial Statements., Unless waived by the Authority in its sole discretion, the Assisted Person shall, during the time any Bond is outstanding, submit to the Authority, on an annual basis, financial statements prepared by an independent certified public accountant. Except in the case of Assisted Persons who are individuals, the Authority expects such statements to be audited, but may in its sole discretion accept a review. Such statements should include, at a minimum:

7.4.1 A balance sheet, income statement, statement of retained earnings, statement of changes in financial position, all accompanying notes to the financial statements, and the accountant's report.

7.4.2 If the Assisted Person is a publicly-held company, SEC Form lOK must accompany the financial statements.

7.4.3 If the Assisted Person is not a publicly-held company, annual financial statements of each principal of the Assisted Person may b e required, in the sole discretion of the Authority.

7.5 Liability Insurance and Indemnity. Prior to the issuance of a Bond by the Authority, the Assisted Person shall establish to the satisfaction of the Authority that adequate indemnity of the Authority has been provided against claims or losses resulting from the authorization and issuance of the Bond, or the refinancing of a Bond with respect to the Project.

7.6 Post Issuance Compliance and Record Retention. The Assisted Person shall certify, in a form acceptable to the Authority, that it shall comply with the DEDA Post Issuance Compliance and Record Retention Policy.

1 Del. Admin. Code § 401-7.0

17 DE Reg. 90 (7/1/2013) (Final)