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Cont. (Part 3)
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Vol. 1- City of Santa Ana Financing Authority (Police Admin. and Holding Facility)
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Cont. (Part 3)
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"Redevelopment Agency") and the City (the "JPA Agreement" ) <br /> and the Constitution and laws of the State of California <br /> (the "State") , with full right, power and authority to <br /> execute, deliver and perform its obligations under this <br /> Purchase Contract, the Indenture, the Ground Lease, the <br /> Lease and the Assignment Agreement (collectively, the <br /> "Authority Documents") and to carry out and consummate the <br /> transactions contemplated by the Authority Documents, the <br /> JPA Agreement and the Official Statement. <br /> (b) Due Authorization and Approval . By all necessary <br /> official action of the Authority, the Authority has duly <br /> authorized and approved the execution and delivery of, and <br /> the performance by the Authority of the obligations <br /> contained in the Authority Documents and the JPA Agreement <br /> and as of the date hereof, such authorizations and approvals <br /> are in full force and effect and have not been amended, <br /> modified or rescinded. <br /> (c) Official Statement Accurate and Complete. The <br /> Preliminary Official Statement was as of its date, and the <br /> Official Statement is, and at all times subsequent to the <br /> date of the Official Statement up to and including the <br /> Closing will be, true and correct in all material respects, <br /> and the Preliminary Official Statement and the Official <br /> Statement contain and up to and including the Closing will <br /> contain no misstatement of any material fact and do not, and <br /> up to and including the Closing will not, omit any statement <br /> necessary to make the statements contained therein, in the <br /> light of the circumstances in which such statements were <br /> made, not misleading. <br /> (d) Representative's Consent to Amendments and <br /> Supplements to Official Statement. The Authority will <br /> advise the Representative promptly of any proposal to amend <br /> or supplement the Official Statement and will not effect or <br /> consent to any such amendment or supplement without the <br /> consent of the Representative, which consent will not be <br /> unreasonably withheld. The Authority will advise the <br /> Representative promptly of the institution of any <br /> proceedings known to it by any governmental agency <br /> prohibiting or otherwise affecting the use of the Official <br /> Statement in connection with the offering, sale or <br /> distribution of the Bonds . <br /> (e) Authority Agreement to Amend or Supplement <br /> Official Statement. If after the date of this Purchase <br /> Contract and until 25 days after the end of the <br /> "underwriting period" (as defined in Section 240. 15c2-12 in <br /> Chapter II of Title 17 of the Code of Federal Regulations <br /> ( "Rule 15c2-12") ) , any event occurs as a result of which the <br /> Official Statement as then amended or supplemented would <br /> include an untrue statement of a material fact, or omit to <br /> 4 <br />
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