RES 85006 - Laserfiche WebLink

(g) The City will furnish such information, execute such instruments and take such other action in cooperation with the Unden~riter, as the Undezwriter may reasonably request, to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions 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 P~venue Service to the effect that the City is a bend 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. 8. If between the date of this Purchsge 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. 9. At 10:00 a.m., P.S.T., on January 22, 1985, or at such other time or on such other date as is mutually agreed by the City and the Underwriter, 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 hereof with funds immediately available to the City. Delivery and payment, as aforesaid, shall be made at the office of Sturgis, Ness, Brunsell & Sperry, 1900 Powell Street, Suite 1150, Emeryville, 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. 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