Bonus Purchase Agreement - Laserfiche WebLink

Home Browse Search

or the consummation of the transactions on the part of the Authority contemplated thereby, or contests the exclusion of the interest on the Bonds from federal or state income taxation or contests the powers of the Authority, or the Authority's authority to collect and use the payment due under the Lease Agreements to pay debt service on the Bonds; (iii) which may result in any material adverse change relating to the financial condition of the Authority; or (iv) contests the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto or asserts that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the time of acceptance hereof and as of the Closing Date, to the knowledge of the officer of the Authority executing this Purchase Contract, there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. • (h) Further Cooperation; Blue Sky. The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided, however, that the Authority will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction. (i) Bonds Issued Per Indenture. The Bonds and the Indenture conform as to form and tenor to the descriptions thereof contained in the Official Statement. The Authority represents that the Bonds, when issued, executed and delivered in accordance with the Indenture and sold to the Underwriter as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Indenture and the security of the pledge of the proceeds of the lease payments due pursuant to the Lease Agreements. The Indenture creates a valid pledge of the monies in certain funds and accounts established thereunder, including the investments thereof, subject in all cases to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein. (j) Consents and Approvals. All authorizations, approvals, licenses, permits, consents, elections, and orders of or filings with any governmental authority, legislative body, board, agency or commission having jurisdiction in the matters which are required by Closing Date for the due authorization of, which would constitute a condition precedent to or the absence of which would adversely affect the due performance by the Authority of its obligations in connection with the Authority Documents have been duly obtained or made and are in full force and effect. (k) No Other Bonds. Between the date of this Purchase Contract and the Closing Date, the Authority will not offer or issue any bonds, notes or other obligations for borrowed money secured by the lease payments due under the Lease Agreements or otherwise payable from the assets or funds of the Authority and the Members not previously disclosed to the Underwriter. (1) No Transfer Taxes. The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State or any political subdivision thereof. KMLIDDAN 26982 257329 6 5