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(5) The Underwriter understands that sales of any Bonds to any person that is a Related Party to an underwriter shall not constitute sales to the Public for purposes of this Section 6. Section 7. Closing. At a.m., California time, on the Closing Date or at such earlier or later time or date as shall be mutually agreed upon by the City and the Underwriter, the City will, subject to the terms and conditions hereof, sell and deliver the Bonds to or for the account of the Underwriter in definitive form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 hereof. Sale, delivery and payment as aforesaid shall be made at the offices of Best, Best & Krieger LLP in Riverside, California (`Bond Counsel'), or such other place as shall have been mutually agreed upon by the City and the Underwriter, except that the Bonds shall be delivered through the FAST facilities of DTC, or at such other place as shall have been mutually agreed upon by the City and the Underwriter, in fully registered, book -entry eligible form (which may be typewritten) and registered in the name of Cede & Co., as nominee of DTC. The Bonds will be made available to the Underwriter for checking not less than two business days prior to the Closing Date. Section 8. Closing Conditions. The Underwriter has entered into this Purchase Agreement in reliance upon the representations and warranties of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of the obligations to be performed hereunder and under such documents and instruments to be delivered at or prior to the Closing, and the Underwriter's obligations under this Purchase Agreement are and shall also be subject to the following conditions: (a) the representations and warranties of the City herein shall be true, complete and correct on the date thereof and on and as of the Closing Date, as if made on the Closing Date; (b) at the time of the Closing, the City Documents shall be in full force and effect and shall not have been amended, modified or supplemented, and the Official Statement shall not have been amended, modified or supplemented, except as may have been agreed to by the Underwriter; (c) (1) the Underwriter shall have the right to cancel its obligation to purchase the Bonds by written notification from the Underwriter to the City if at any time after the date of this Purchase Agreement and prior to the Closing: (i) any event shall have occurred or any fact or condition shall have become known which, in the reasonable judgment of the Underwriter upon consultation with the City and Disclosure Counsel (both as hereinafter defined), either (A) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (B) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect; or (ii) legislation shall be enacted, or a decision by a court of the United States shall be rendered, or any action shall be taken by, or on behalf of, the Securities and Exchange Commission which in the reasonable opinion of the Underwrites has the effect of requiring the Bonds to be registered under the Securities Act of 1933, as amended, or requires the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, or any laws analogous thereto relating to governmental bodies; or (iii) any national securities exchange, the Comptroller of the Currency, or any other governmental authority, shall impose as to the Bonds or obligations of the general 55Ag 133