RES 86187 - Laserfiche WebLink

supplemented, except in either case as may have been agreed to by both the City and the Underwriter; (c) At the time of the Closing, all official action of the City relating to the Proceedings shall be in full force and effect, and there shall be been taken all such actions as, in the opinion of Sturgis, Ness, Brunsell & Sperry, Bond Counsel ("Bond Counsel"), shall be necessary or appropriate in connection therewith, with the issuance of the Bonds and with the transactions contemplated hereby, all as described in the Offering Memorandum; (d) The Underwriter shall have the right to terminate the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the City of their election to do so if, after the execution hereof and prior to the closing: (i) the marketability of the Bonds or the market price thereof, in the opinion of the Underwriter, has been materially and adversely affected by any decision issued by a court of the United States (including the United States Tax Court) or of 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