SA-3 - RESO TAX ALLOCATION BOND - Laserfiche WebLink

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(b) as of the Closing Date, there shall have been no material adverse change in the financial condition of the Successor Agency since June 30, 2017; (c) as of the Closing Date, all official action of the Successor Agency relating to this Bond Purchase Agreement, the Continuing Disclosure Certificate, the Escrow Agreement and the Indenture shall be in full force and effect; (d) as of the Closing Date, the Underwriter shall receive the following certificates, opinions and documents, in each case satisfactory in form and substance to the Underwriter: (i) a copy of the Indenture, as duly executed and delivered by the Successor Agency and the Trustee; (ii) a copy of the Continuing Disclosure Certificate, as duly executed and delivered by the Successor Agency; (iii) a copy of the Escrow Agreement, as duly executed and delivered by the Successor Agency and the Escrow Bank; (iv) the opinions of Bond Counsel, dated the Closing Date and addressed to the Underwriter, in the form attached as Appendix C to the Official Statement and reliance letters, dated the Closing Date and addressed to the Underwriter which shall include a statement that the opinions substantially in the form attached as Appendix C to the Official Statement may be relied upon by the Underwriter to the same extent as if such opinions was addressed to them; (v) a certificate, dated the Closing Date, of the Successor Agency executed by its Executive Director (or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution of the Successor Agency) to the effect that (A) there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body which has been served on the Successor Agency or, to the knowledge of the Executive Director, threatened against or affecting the Successor Agency to restrain or enjoin the Successor Agency's participation in, or in any way contesting the existence of the Successor Agency or the powers of the Successor Agency with respect to, the transactions contemplated by the Escrow Agreement, this Bond Purchase Agreement, the Continuing Disclosure Certificate or the Indenture, and consummation of such transactions; (B) the representations and warranties of the Successor Agency contained in this Bond Purchase Agreement are true and correct in all material respects, and the Successor Agency has complied with all agreements and covenants and satisfied all conditions to be satisfied at or prior to the Closing Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) no event affecting the Successor Agency has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (D) no further consent is required to be obtained for the inclusion of the Audited Financial 12 SA -3-104