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Proceedings: <br /> <br />(C) By official action of the City prior to or concurrently with the . <br />acceptaEnce hereof, the City has duly adopted the Resolution, has duly authorized <br />and approved the execution and delivery of, and the performance by the City of <br />the obligations contained in, the Bonds and this Purchase Contract, and has duly <br />authorized and approved the performance by the City of its obligations contained <br />in the Resolution and the other Proceedings. and the consummation by it of all <br />other transactions contemplated by the Offering Memorandum, including, without <br />limitation, the levy and collection of the Assessments and, upon recordation, the <br />Assessments constitute valid and binding liens on the properties on which they <br />have been levied. <br /> <br /> (D) The execution and delivery of this Purchase Contract and the Bonds, <br />the adoption of the Resolution and the other Proceedings, and compliance with <br />the provisions of each thereof, and the carrying out and consummation of the <br />transactions contemplated by the Offering Memorandum, will not conflict with or <br />constitute a breach of or a default under any applicable law or administrative <br />regulation of the State of California or the United States, or any applicable <br />judgment, decree. agreement or other instrument to which the City is a party or is <br />otherwise subject; <br /> <br /> (E) To the knowledge of the City, at the time of the City's acceptance <br />hereof and at all times subsequent thereto up to and including the time of the <br />Closing. with respect to information describing the City and the Proceedings <br />conducted by the City. the Offering Memorandum does not and will not contain <br />any untrue statement of a material fact or omit to state a material fact required to <br />be stated therein or necessary to make the statements therein, in the light of the <br />circumstances under which they were made. not misleading: <br /> <br /> (F) Except as described in the Offering Memorandum. there is no <br />action, suit, 13roceeding or investigation before or by any court. public board or <br />body pending or. to the knowledge of the City. threatened. wherein an <br />unfavorable decision, ruling or finding would: (i) affect the creation. organization. <br />existence or powers of the City or the titles of its Council members and officers to <br />their respective offices, (ii) enjoin or restrain the issuance. sale and delivery of <br />the Bonds, the levy and collection of the Assessments, or the pledge thereof. (iii) <br />in any way question or affect any of the rights, powers, duties or obligations of the <br />City with respect to the moneys pledged or to be pledged to pay the principal of. <br />premium. if any, or interest on the Bonds, (iv) in any way Cluestion or affect any <br />authority for the issuance of the Bonds, or the validity or enforceability of the <br />Bonds or the Proceedings, or (v) in any way question or affect this Purchase <br />Contract or the transactions contemplated by this Purchase Contract, the Offering <br />Memorandum, the documents referred to in the Offering Memorandum, or any <br />other agreement or instrument to which the City is a party relating to the Bonds: <br /> <br /> (G) The City will furnish such information. execute such instruments and <br />take such other action in cooperation with the Underwriter, as the Underwriter <br />may reasonably request, to qualify the Bonds for offer and sale under the Blue <br />Sky or other securities laws and regulations of such states and other jurisdictions <br /> <br /> -3- <br /> <br /> <br />