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<br />t , <br /> <br />Agreement, the Installment Purchase Agreement and the Escrow Agreement (collectively, <br />the "City Agreements"}, (H) to adopt the City Resolution, (Hi) to prepay the 1994 <br />Installment Payments, and (iv) to carry out and to consummate the transactions <br />contemplated by, and to perform all of its obligations under, the City Agreements, the City <br />Resolution and the Official Statement. <br /> <br />(b) Due Authorization, Execution and Delivery. The City has (i) duly authorized <br />and approved the Official Statement, (H) duly authorized and approved the execution and <br />delivery of, and performance by the City of its obligations under, the City Agreements, <br />(Hi) duly authorized and approved the performance by the City of its obligations under the <br />City Resolution and the consummation by it of all other transactions contemplated by the <br />Official Statement, (iv) duly authorized and adopted the City Resolution and (v) duly <br />authorized and approved the prepayment of the 1994 Installment Payments, as <br />contemplated by the Official Statement. <br /> <br />(c) No Conflicts. The execution and delivery of the City Agreements and the <br />adoption of the City Resolution and compliance with the provisions of each thereof do not <br />and will not violate or constitute a breach of or default under any applicable constitution, <br />law or administrative regulation of the State or the United States or any applicable <br />judgment or decree or any agreement, indenture, commitment, contract or other <br />instrument to which the City is a party or is otherwise subject. <br /> <br />(d) Official Statement. The Preliminary Official Statement does not, and the <br />Official Statement as of the date hereof and on the date of Closing will not, contain any <br />untrue statement of a material fact or omit to state any material fact required to be stated <br />therein or necessary in order to make the statements therein in light of the circumstances <br />under which they were made, not misleading. The City Resolution and the City <br />Agreements will, at the Closing, conform in all material respects to the descriptions <br />thereof in the Official Statement. The financial data relating to the City and the financial <br />statements of the City contained in the Official Statement fairly present, and as of the date <br />of Closing will fairly present, the financial condition and results of the operation of the <br />City at the dates and for the periods therein specified in conformity with generally <br />accepted accounting principles applied on a basis substantially consistent with that of the <br />audited financial statements of the City. <br /> <br />(e) Covenant to Notify. If, at any time prior to the earlier of (i) receipt of notice <br />from the Underwriter pursuant to Section 2 hereof that Final Official Statements are no <br />longer required to be delivered under the Rule or (ii) 25 days after the end of the <br />underwriting period, any event occurs as a result of which the Final Official Statement as <br />then amended or supplemented might include an untrue statement of a material fact, or <br />omit to state any material fact required to be stated therein or necessary to make the <br />statements therein, in light of the circumstances under which they were made, not <br />misleading, the City shall promptly notify the Underwriter in writing of such event, and if <br />in the opinion of the Underwriter such event requires the preparation and publication of a <br />supplement or amendment to the Official Statement, the City will at its expense <br />supplement or amend the Official Statement in a form and manner approved by the <br />Underwriter. Any information supplied by the City for inclusion in any amendments or <br /> <br />7 <br />