RES 86136 - Laserfiche WebLink

the State of California, by, any ruling or regulation (final, temporary or proposed) issued by or on behalf of the Department of the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State of California, or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or the Senate of the Congress of the United States, or either house of the Legislature of the State of California, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the City, its property or income, its bonds (including the bonds) or the interest thereon, or any tax exemption granted or authorized by the bond Law; (ii) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency, or there shall have occurred any calamity or crisis, financial or otherwise, the effect of such outbreak, calamity being such as, in the reasonable opinion of the Underwriter to market the Bonds (it being agreed by the Underwriter that there is not outbreak, calamity or crisis of such a character as of the date hereof); (iii) there shall have occurred a withdrawal or downgrading of any rating assigned to any securities of the City by a national municipal bond rating agency; (v) any of the proposed developments described in the Offering Memorandum; (vi) any Federal or California court, authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Offering Memorandum; (vii) an event described in paragraph 8 hereof occurs which in the opinion of the Underwriter requires a supplement or amendment to the Offering Memorandum, and such supplement or amendment is not agreed to be the City; and (e) At or prior to the Closing, the Underwriter shall have received each of the following documents: (1) Opinions, in form and substance satisfactory to the City and the Underwriter, dated as of the Closing Date, of (a) Sturgis, Ness, Brunsell & Sperry, Bond Counsel, approving, without qualification, the validity of the bonds and the exemption of the interest thereon from federal and state personal income taxation, as described in the Offering Memorandum;