RES 86534 - Laserfiche WebLink

(A) The representations and warranties of the City contained herein shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (B) At the time of the Closing the Proceedings shall be in full force and effect, and shall not have been amended, modified or supplemented, and the Offering Memorandum shall not have been amended, modified or supplemented, except in either case as may have been agreed to by both the City and the 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 have been taken all such actions as. in the opinion of Sturgis. Ness, Brunsell & Sperry A Professional Corporation, 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 became engaged in hostilities which have resulted in a declaration of war or a national emergency, or there shall have occurred any other outbreak of hostilities. or a local, national or international calamity or crisis. financial or otherwise, the effect of such outbreak. calamity or crisis being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds (it being agreed by the Underwriter that there is no outbreak. calamity or crisis of such a character as of the date hereof); (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States. New York State or California State authorities; (iv) 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 -5-