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(ii) There is no action, suit, proceeding or
<br />investigation before or by any court, public board or body
<br />pending or threatened, wherein an unfavorable decision,
<br />ruling or finding would: (A) affect the creation,
<br />organization, existence or powers of the City, or the titles
<br />of its Council members and officers to their respective
<br />offices, (B) enjoin or restrain the issuance, sale and
<br />delivery of the Bonds, the levy or collection of the
<br />Assessments or any other moneys or property pledged or to be
<br />pledged under the Resolution, or the pledge thereof, (C)
<br />in any way question or affect any of the rights, powers,
<br />duties or obligations of the City with respect to the
<br />Assessments or moneys and assets pledged or to be pledged to
<br />pay the principal of, premium, if any, or interest on the
<br />Bonds, (D) in any way question of affect any authority for
<br />the issuance of the Bonds, or the validity or enforceability
<br />of the bonds or the Proceedings, or (E) in any way
<br />question or affect this Purchase Contract, the Proceedings,
<br />the Offering Memorandum or the documents referred to in the
<br />Offering Memorandum; ~
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<br /> (iii) The City has complied with all agreements,
<br />covenants and arrangements, and satisfied all conditions, on
<br />its part to be complied with or satisfied at or prior to the
<br />Closing; and
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<br /> (iv) To the best of our knowledge, no event
<br />affecting the City has occurred since the date of the
<br />Offering Memorandum which should be disclosed in the
<br />Offering Memorandum for the purposes for which it is
<br />necessary to disclose therein in order to made the
<br />statements not misleading in any respect;
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<br /> (5) An opinion, dated the date of closing and
<br />addressed to the Underwriter, of Peter D. MacDonald, as City
<br />Attorney, that, there is not action, suit, proceeding or
<br />investigation before or by any court, public board or body
<br />pending or threatened, wherein an unfavorable decision,
<br />ruling or finding would: (i) affect the creation,
<br />organization, existence or powers of the City, or the titles
<br />of its Council members and officers to their respective
<br />offices; (ii) enjoin or restrain the issuance, sale and
<br />delivery of the Bonds, the collection of any other moneys or
<br />property pledged or to be pledged under the Resolution or
<br />the pledge thereof; (iii) in any way question or affect
<br />any of the rights, powers, duties, or obligations of the
<br />city with respect to the Assessments or the moneys and
<br />assets pledged or to be pledged to pay the principal of,
<br />premium, if any, or interest on the bonds; (iv) in any way
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