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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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date hereof and at the time of the Closing, as if made on <br /> the date of the Closing. <br /> (b) Executed Agreements and Performance Thereunder. <br /> At the time of the Closing (i) the Authority Documents, the <br /> City Documents and the JPA Agreement shall be in full force <br /> and effect, and shall not have been amended, modified or <br /> supplemented except with the written consent of the <br /> Representative, (ii) there shall be in full force and effect <br /> such resolutions of the Authority and the City (the <br /> "Resolutions") as, in the opinion of Bond Counsel, shall be <br /> necessary in connection with the transactions contemplated <br /> by the Official Statement, the JPA Agreement, the Authority <br /> Documents and the City Documents, (iii) the Authority shall <br /> perform or have performed its obligations required or <br /> specified in the Authority Documents to be performed at or <br /> prior to Closing, (iv) the City shall perform or have <br /> performed its obligations required or specified in the JPA <br /> Agreement and the City Documents to be performed at or prior <br /> to Closing, and (v) the Official Statement shall not have <br /> been supplemented or amended, except pursuant to Paragraphs <br /> 5 (d) and (e) and 6 (d) and (e) or as otherwise may have been <br /> agreed to in writing by the Representative. <br /> (c) No Default. At the time of the Closing, no <br /> default shall have occurred or be existing under the <br /> Resolutions, the JPA Agreement, the Authority Documents or <br /> the City Documents and neither the Authority nor the City <br /> shall be in default in the payment of principal or interest <br /> on any of its bonded or other indebtedness, including but <br /> not limited to lease or other capital obligations, which <br /> default would adversely impact the ability of the Authority <br /> or the City to comply with their obligations under the <br /> Authority Documents, the JPA Agreement or City Documents, as <br /> the case may be. <br /> (d) Termination Events. The Representative shall have <br /> the right to terminate the obligations of the Underwriters <br /> under this Purchase Contract, without liability therefor, by <br /> written notification to the Authority and the City if at any <br /> time at or prior to the Closing: <br /> (i) any event shall occur which causes any <br /> statement contained in the Official Statement to be <br /> materially misleading or results in a failure of the <br /> Official Statement to state a material fact necessary <br /> to make the statements in the Official Statement, in <br /> the light of the circumstances under which they were <br /> made, not misleading; or <br /> (ii) the marketability of the Bonds or the market <br /> price thereof, in the opinion of the Representative, <br /> has been materially adversely affected by an amendment <br /> 13 <br />
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