RES 90022 - Laserfiche WebLink

names as the Underwriter shall have requested at-least three business days prior to the Closing. The Bonds will be made available to the Underwriter for checking and packaging by 9:00 A.M., New York, New York time, on the business day pdor to the Closing. 7. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations and warranties herein and the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. The Underwriter's obligations under this Purchase Contract are and shall be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete and correct in all matedal respects at the date hereof and on the date of the closing, as if made on the date of the Closing. (b) At the time of the Closing (i) the Resolutions shall be in full force and effect and shall not have been amended, modified or supplemented, except as disclosed or contemplated by the Official Statement, and (ii) the City shall perform or have performed all of its obligations required under or specified in this Purchase Contract and the Resolutions to be performed at or prior to the Closing. (c) At the time of the Closing, no event or default shall have occurred or be existing under the Resolutions nor shall any event have occurred which, with the passage of time or the giving of notice, shall constitute an event or default under the Resolutions, nor shall the City be in default in the payment of principal or interest on any of its obligations for borrowed money. (d) In recognition of the desire of the City and the Underwriter to effect a successful public offering of the Bonds, and in view of the potential adverse impact of any of the following events on such a public offering, the Underwriter shall have the right to terminate this agreement by notification to the City if at any time at or prior to the Closing (i) legislation shall be enacted or, whether or not yet introduced in Congress, shall be actively considered for enactment by the Congress or recommended to the Congress for passage by the President of the United States or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a federal court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or Official Statement by or on behalf of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed to be made with respect to federal taxation upon revenues or other income to be derived by the City, or from Assessment District No. 1986-9, or other action or events shall have transpired which have the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith such as, in the reasonable opinion of the Underwriter, materially adversely affects the market for the bonds or the sale, at the contemplated offering price, by the Underwriter of the Bonds; or (ii) legislation shall -5-