RES 86534 - Laserfiche WebLink

of the United States as the Underwriter may designate, and will assist, if necessary therefor, in the continuance of such qualifications in effect as long as required for the distribution of the Bonds: provided, however, that the City shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any state; (H) The issuance and sale of the Bonds is not subject to any transfer or other documentary stamp taxes of the State of California or any political subdivision thereof: (I) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond issuer whose arbitrage certifications may not be relied upon; (J) Any certificate signed by any official of the City authorized to do so shall be deemed a representation and warranty by the City to the Underwriter as to the statements made therein; and (K) The City will apply the proceeds of the Bonds, including the investment thereof, in accordance with the Proceedings and as described in the Offering Memorandum. Section 8. If between the date of this Purchase Contract and the date ninety (90) days after the Closing an event occurs which is materially adverse to the purpose for which the Offering Memorandum is to be used which is not disclosed in the Offering Memorandum, the City shall notify the Underwriter. Section 9. At 9:00 a.m., P.S.T. on December 2. 1986, or at such other time or on such other date as is mutually agreed by the City, the City will deliver the Bonds to the Underwriter in definitive form, duly executed, together with the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph 1 hereo;' with federal or other funds immediately available to the City. Delivery and payment, as aforesaid, shall be made at the office of Stone & Youngberg. One California Street, Suite 2800, San Francisco, California. or such other place as shall have been mutually agreed upon by the City and the Underwriter. The Bonds shall be printed or lithographed on steel engraved borders, shall bear CUSIP numbers and shall be prepared and delivered as fully registered Bonds in authorized denominations. and shall be made available to the Underwriter at least one (1) business day before the Closing for purposes of inspection and packaging. Section 10. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and agreements of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing, and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: -4-