Cont. (Part 3) - Laserfiche WebLink

Home Browse Search

(m) Certificates. Any certificate signed by any official of the City and delivered to the Representative shall be deemed to be a representation and warranty by the City to the Underwriters as to the statements made therein. (n) Compliance With Rule 15c2-12 . The Preliminary Official Statement heretofore delivered to the Representative is deemed final by the City as of its date and as of the date hereof, except for the omission of such information as is permitted to be omitted in accordance with paragraph (b) (1) of Rule 15c2-12 ; provided, however, that the foregoing certification as to the finality of the Official Statement does not include a certification as to the section entitled "BOND INSURANCE" therein or Appendix F thereto. The Underwriters' obligations under this Contract of Purchase shall be subject to the receipt, on the date hereof, of a certificate dated the date of the Preliminary Official Statement from the Insurer to the effect that the portions of the Official Statement under the caption "BOND INSURANCE" and in Appendix F thereto are final as of its date for purposes of Rule 15c2-12 except for information permitted to be omitted therefrom by Rule 15c2-12 . The City hereby covenants and agrees that, within seven business days from the date hereof and within sufficient time to accompany any confirmation requesting payment from any customers of the Underwriters, the City shall cause the Authority to cause a final printed form of the Official Statement to be delivered to the Representative in sufficient quantity to comply with paragraph (b) (4) of Rule 15c2-12 and Rules of the Municipal Securities Rulemaking Board. (o) City Resolutions. The resolutions of the City approving and authorizing the execution and delivery of the City Documents and the JPA Agreement and approving the Official Statement, have been duly adopted at meetings of the governing body of the City which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout and the resolutions are in full force and effect and have not been modified, amended or rescinded. 7. Closing Conditions . The Representative has entered into this Purchase Contract on behalf of the Underwriters in reliance upon the representations, warranties and covenants herein and the performance by the Authority and the City of their obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriters' obligations under this Purchase Contract are and shall be subject to the following additional conditions: (a) Brine-Down Representation. The representations, warranties and covenants of the Authority and the City contained herein shall be true, complete and correct at the 12