RES 86559 - Laserfiche WebLink

necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading; (viii} Such Certificates as the Underwriter shall reasonably request, dated the date of Closing, addressed to the Underwriter and signed by an officer of the applicable developer of a development assessed in the Proceedings {the "Developer"} substantially to the effect that such developer has provided the information set forth in the Offering Memorandum describing such Developer's development and the development undertaken and proposed to be undertaken by such Developer, that such information fairly and accurately describes such Developer and such development for the purposes intended thereby, that the Underwriter is authorized to use such information in the distribution of the Offering Memorandum and that, in connection with such Developer's participation in the preparation of the Offering Memorandum, it 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 any material fact necessary in order to make the statements contained therein, in the right of the circumstances under which they were made, not misleading; (ix) An opinion of Jones Hall Hill & White, A Professional Law Corporation, dated the date of Closing and addressed to the Underwriter, as to such matters as the Underwriter shall reasonably request, including the limited exception of the interest on the Bonds from federal and state personal income taxation and matters related to disclosure; and (x) Such additional legal opinions, certificates, instruments and documents as the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Offering Memorandum. In addition to the foregoing, the City shall as soon as practicable provide the Proceedings, certified by authorized officers of the City under its seal as true copies and as having been adopted or executed (as applicable), with only such amendments, modifications or supplements as may have been agreed to by the Underwriter. All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter, but the approval of the Underwriter shall not be unreasonably withheld. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all obligations of the City hereunder and the performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in its sole discretion. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate, and neither the Underwriter nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in paragraphs 11 and 13 hereof shall continue in full force and effect. Section 11. (A) The Underwriter shall be under no obligation to pay, and the City shall pay the following expenses incident to the performance of the City's obligations hereunder: (i) the cost of the preparation and printing of the Bonds, (ii) the fees and disbursements of Sturgis, Ness, Brunsell & Sperry, a professional corporation, Bond Counsel and of the City Attorney; (iii) the fees and disbursements of accountants, advisers and of any other experts or consultants retained by the City, including the fees and expenses of the Engineer of Work for the Proceedings and the Appraiser for the Proceedings. -7-