RES 86534 - Laserfiche WebLink

participation in the Proceedings and in the preparation of the Offering Memorandum, but without undertaking independently to verity the accuracy or completeness of the statements in the Offering Memorandum, Bond Counsel has no reason to believe that the Offering Memorandum, as of the date of Closing, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made. not misleading in any material respect; (iv) A certificate dated the date of the Closing, addressed to the Underwriter and signed by the Mayor of the City; by the City Clerk or Deputy City Clerk of the City and by the City Manager to the effect that: (1) The representations and warranties of the City contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; (2) Except as described in the Offering Memorandum, there is no action, suit, proceeding or investigation before or by any court, public board or body pending or threatened, wherein an unfavorable decision, ruling or finding would: (a) affect the creation. organization. existence or powers of the City, or the titles of its Council members and officers to their respective offices. (b) enjoin or restrain the issuance, sate and delivery of the Bonds, the levy or collection of the Assessments or any other moneys or property pledged or to be pledged under the Resolution, or the pledge thereof. (c) in any way question or affect any of the rights. powers. duties or obligations of the City with respect to the Assessments or moneys and assets pledged or to be pledged to pay the principal of, premium, if any. or interest on the Bonds. (d) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the Proceedings. or (e) in any way question or affect this Purchase Contract or the transactions contemplated by this Purchase Contract, the Proceedings. the Offering Memorandum or the documents referred to in the Offering Memorandum: (3) The City has complied with all agreements. covenants and arrangements, and satisfied all conditions, on its part to be complied with or satisfied at or prior to the Closing; and (4) To the best of their knowledge, no event affecting the City has occurred since the date of the Offering Memorandum which should be disclosed in the Offering Memorandum for the purposes for which it is necessary to disclose therein in order to make the statements not misleading in any respect; (v) An opinion. dated the date of Closing and addressed to the -7-