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connection with the public offering and sale of the Bonds. <br />The City approves and confirms the use by the Underwriter <br />prior to the Closing of the Preliminary Offering Memorandum <br />in connection with the public offering of the Bonds. <br /> <br /> 7. The City represents and warrants to the <br />Underwriter that: <br /> <br /> (a) The City is a municipal corporation duly organized <br />and existing under the Constitution and laws of the State of <br />California, and has, and at the date of the Closing will <br />have, full legal right, power and authority (i) to enter <br />into this Purchase Contract, (ii) to adopt the Resolution <br />and the other Proceedings relating to the bonds, (iii) to <br />issue, sell and deliver the Bonds to the Underwriter as <br />provided herein, and (iv) to carry out and consummate the <br />transactions contemplated by this Purchase Contract, the <br />Resolution and the Offering Memorandum; <br /> <br /> (b) The City has complied, and will at the Closing be <br />in compliance, in all respects, with the Resolution, the <br />1913 Act, the bond law and all other Proceedings; <br /> <br /> (c) By official action of the City prior to or <br />concurrently with the acceptance hereof, the City has duly <br />adopted the Resolution, has duly authorized and approved the <br />execution and delivery of, the Bonds and this Purchase <br />Contract, and has duly authorized and approved the <br />performance by the City of its obligations contained in the <br />Resolution and the other Proceedings, and the consummation <br />by it of all other transactions contemplated by the Offering <br />Memorandum, including, without limitation, the levy and <br />collection of the Assessments and, upon recordation, the <br />Assessments constitute valid and bonding liens of the <br />properties on which they have been levied; <br /> <br /> (d) The execution and delivery of this Purchase <br />Contract and the bonds, the adoption of the Resolution and <br />the other Proceedings, and compliance with the provisions of <br />each thereof, and the carrying out and consummation of <br />transactions contemplated by the Offering Memorandum, will <br />not conflict with or constitute a breach of or a default <br />under any applicable law or administrative regulation of the <br />State of California or the United States, or any applicable <br />judgement, decree, agreement or other instrument to which <br />the City is a party or is otherwise subject; <br /> <br /> (e) To the knowledge of the City, at the time of the <br />City's acceptance hereof and at all times subsequent thereto <br />up to and including the time of the Closing, with respect to <br />information describing the City and the Proceedings <br />conducted by the City, the Offering Memorandum does not and <br />will not contain any untrue statement of a material fact or <br />omit to state a material fact required to be stated therein <br /> <br /> <br />