Laserfiche WebLink
<br />8. Conditions to Closing. The Underwriter has entered into this Bond Purchase <br />Agreement in reliance upon the representations, warranties and covenants of the Authority and <br />the City contained herein and to be contained in the documents and instruments to be delivered at <br />the Closing and upon the performance by the Authority and the City of their obligations <br />hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the <br />Underwriter's obligation under this Bond Purchase Agreement to purchase, to accept delivery of <br />and to pay for the Bonds shall be subject to the performance by the Authority and the City of <br />their respective obligations to be performed hereunder and under such documents and <br />instruments at or prior to the Closing and shall also be subject to the following conditions: <br /> <br />(a) The representations and warranties of the Authority and the City contained <br />herein shall be true, complete and correct in all material respects on the date hereof and on <br />and as of the date of the Closing, as ifrnade on the date of the Closing; and the statements <br />made in all certificates and other documents delivered to the Underwriter at the Closing <br />pursuant hereto shall be true, complete and correct in all material respects at the Closing; <br />the Authority and the City shall be in compliance with each of the agreements made by it <br />in this Bond Purchase Agreement (unless such agreements are waived by the <br />Underwriter); and there shall not have occurred an adverse change in the financial <br />position, results of operations or financial condition of the City which materially adversely <br />affects the ability of the City to pay interest or principal due under the Installment <br />Purchase Agreement when due or to otherwise perform any of its obligations under the <br />Installment Purchase Agreement. <br /> <br />(b) At the time of the Closing, the Official Statement, each of the City Resolution, <br />the Authority Resolution, the Indenture, the Installment Purchase Agreement, the <br />Continuing Disclosure Certificate, the Escrow Agreement and this Bond Purchase <br />Agreement shall be in full force and effect, and shall not have been amended, modified or <br />supplemented (except as may be agreed to in writing by the Underwriter); all actions <br />which, in the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, shall be <br />necessary in connection with the transactions contemplated hereby shall have been duly <br />taken and shall be in full force and effect; and the Authority and the City shall perform or <br />have performed their obligations required under or specified in this Bond Purchase <br />Agreement, the Official Statement, the City Resolution, the Authority Resolution, the <br />Continuing Disclosure Certificate, the Escrow Agreement, the Installment Purchase <br />Agreement and the Indenture to be performed at or prior to the Closing. <br /> <br />(c) At the time of the Closing, the Official Statement (as amended and <br />supplemented) shall be true and correct in all material respects, and shall not omit any <br />statement or information necessary to make the statements therein, in the light of the <br />circumstances under which they were made, not misleading. <br /> <br />(d) (i) No default by the Authority or the City shall have occurred and be <br />continuing in the payment of the principal of or premium, if any, or interest on any bond, <br />note or other evidence of indebtedness issued by the Authority or the City, respectively, <br />and (ii) no bankruptcy, insolvency or other similar proceeding in respect of the Authority <br />or the City, respectively, shall be pending or to the knowledge of the Authority or the City <br />contemplated. <br /> <br />10 <br />