|
(k) The Authority shall furnish such information, execute such instruments, and
<br />take such other action in cooperation with the Underwriter as the Underwriter may reasonably
<br />request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws
<br />and regulations of such states and other jurisdictions of the United States as the Underwriter may
<br />designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such
<br />states and other jurisdictions, and shall use its best efforts to continue such qualifications in effect so
<br />long as required for the distribution of the Bonds; provided, however, that the Authority shall not be
<br />required to execute a general consent to service of process or qualify to do business in connection
<br />with any such qualification or determination in any jurisdiction.
<br />(1) There is no action, suit, proceeding, inquiry, or investigation, at law or in
<br />equity, before or by any court, regulatory agency, or public board or body, pending or, to the best
<br />knowledge of the Authority, threatened (i) in any way questioning the existence of the Authority or
<br />the titles of the officers of the Authority to their respective offices; (ii) affecting, contesting, or
<br />seeking to prohibit, restrain, or enjoin the issuance of the Bonds or the execution or delivery of any
<br />of the Authority Documents, or the payment or collection of any amounts pledged or to be pledged to
<br />pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity of
<br />the Bonds or the Authority Documents or the consummation of the transactions contemplated thereby
<br />or any proceeding of the Authority taken with respect to any of the foregoing, or contesting the
<br />exclusion of the interest on the Bonds from taxation or contesting the powers of the Authority and its
<br />authority to pledge the Revenues; (iii) that may result in any material adverse change relating to the
<br />Authority that will materially adversely affect the Authority's ability to apply Revenues to pay the
<br />Bonds when due; or (iv) contesting the completeness or accuracy of the Preliminary Official
<br />Statement or the Official Statement or any supplement or amendment thereto or asserting that the
<br />Preliminary Official Statement or the Official Statement contained any untrue statement of a material
<br />fact or omitted to state any material fact necessary to make the statements therein, in the light of the
<br />circumstances under which they were made, not misleading.
<br />(m) Other than in the ordinary course of its business or as contemplated by the
<br />Official Statement, between the date of this Purchase Contract and the Closing Date the Authority
<br />will not, without the prior written consent of the Underwriter, offer or issue any certificates, bonds,
<br />notes, or other obligations for borrowed money or incur any material liabilities, direct or contingent,
<br />payable from or secured by a pledge of the Revenues.
<br />(n) Any certificate signed by any official or other representative of the Authority
<br />and delivered to the Underwriter pursuant to this Purchase Contract shall be deemed a representation
<br />and warranty by the Authority to the Underwriter as to the truth of the statements therein made.
<br />7. The City represents, warrants, and covenants to the Underwriter that:
<br />(a) The City is a charter city and municipal corporation organized and existing
<br />under the Constitution, the laws of the State and its charter.
<br />(b) The City has the legal right and power to execute and deliver, and to perform
<br />its obligations under, the Indenture, the Installment Purchase Agreement, the Escrow Agreement, the
<br />Continuing Disclosure Agreement and this Purchase Contract (together, the "City Documents").
<br />The City has duly authorized the execution and delivery of, and performance of its obligations under,
<br />the City Documents and, as of the date hereof, such authorizations are in full force and effect and
<br />have not been amended, modified, or rescinded. When executed and delivered by the respective
<br />8
<br />Error! Unknown document property name.
<br />
|