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borders, shall bear CUSIP numbers and shall be prepared and <br />delivered as fully registered Bonds in authorized <br />denominations, and shall be made available to the <br />Underwriter at least (1) business day before the Closing for <br />purposes of inspection and packaging. <br /> <br /> 10. The Underwriter has entered into this Purchase <br />contract in reliance upon the representations, warranties <br />and agreements of the City contained herein and to be <br />contained in the documents and instruments to be delivered <br />at the Closing, and upon the performance by the City of its <br />obligations hereunder, both as of the date hereof and as of <br />the date of the Closing. Accordingly, the Underwriter's <br />obligations under this Purchase Contract to purchase, to <br />accept delivery of and to pay for the bonds shall be subject <br />to the performance by the City of its obligations to be <br />performed hereunder and under such documents and instruments <br />at or prior to the Closing,'and shall also be subject to the <br />following conditions: <br /> <br /> (a) The representations and warranties of the City <br />contained herein shall be true, complete and correct on the <br />date hereof and on and as of the date of the Closing, as if <br />made on the Date of the Closing; <br /> <br /> (b) At the time of the Closing the Proceedings shall <br />be in full force and effect, and shall not have been <br />amended, modified or supplemented, and the Offering <br />Memorandum shall not have been amended, modified or <br />supplemented, except in either case as may have been agreed <br />to by both the City and the Underwriter; <br /> <br />(c) At the time of the Closing, all official action of <br />the City relating to the Proceedings shall be in full force <br />and effect, and there shall be been taken all such actions <br />as, in the opinion of Sturgis, Ness, Brunsell & Sperry, Bond <br />Counsel ("Bond Counsel"), shall be necessary-or appropriate <br />in connection therewith, .with the issuance of the Bonds and <br />with the transactions contemplated hereby, all as described <br />in the Offering Memorandum; <br /> <br /> (d) The Underwriter shall have the right to terminate <br />the Underwriter's obligations under this Purchase Contract <br />to purchase, to accept delivery of and to pay for the Bonds <br />by notifying the City of their election to do so if, after <br />the execution hereof and prior to the closing: (i) the <br />marketability of the Bonds or the market price thereof, in <br />the opinion of the Underwriter, has been materially and <br />adversely affected by any decision issued by a court of the <br />United States (including the United States Tax Court) or of <br /> <br /> <br />