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7. The City represents and warrants to the Underwriter that: <br /> <br /> (a) The City is a municipal corporation duly organized and existing <br />under the Constitution and laws of the State of California, and has, and at <br />the date of the Closing will have, full legal right, power and authority (i) <br />to enter into this Purchase Contract, (ii) to adopt the Resolution and the <br />other Proceedings relating to the Bonds, (iii) to issue, sell and deliver <br />the Bonds to the Underwriter as provided herein, and (iv) to carry out and <br />consummate the transactions contemplated by this Purchase Contract, the <br />Resolution and the Offering Memorandum; <br /> <br /> (b) The City has complied, and will at the Closing be in compliance, <br />in all respects, with the Resolution, the 1913 Act, the Bond law and all <br />other Proceedings; <br /> <br /> (c) By official action of the City prior to or concurrently with the <br />acceptance hereof, the City has duly adopted the Resolution, has duly <br />authorized and approved the execution and delivery of, and the performance <br />by the City of the obligations contained in, the Bonds and this Purchase <br />Contract, and has duly authorized and approved the performance by the City <br />of its obligations contained in the Resolution and the other Proceedings, <br />and the consummation by it of all other transactions contemplated by the <br />Offering Memorandum, including, without limitation, the levy and collection <br />of the Assessments and, upon recordation, the Assessments constitute valid <br />and binding liens on the properties on which they have been levied; <br /> <br /> (d) The execution and delivery of this Purchase Contract and the <br />Bonds, the adoption of the Resolution and the other Proceedings, and <br />compliance with the provisions of each thereof, and the carrying out and <br />consummation of the transactions contemplated by the Offering Memorandum, <br />will not conflict with or constitute a breach of or a default under any <br />applicable law or administrative regulation of the State of California or <br />the United States, or any applicable judgment, decree, agreement or other <br />instrument to which the City is a party or is otherwise subject; <br /> <br /> (e) To the knowledge of the City, at the time of the City~s acceptance <br />hereof and at all times subsequent thereto up to and including the time of <br />the Closing, with respect to information describing the City and the <br />Proceedings conducted by the City, the Offering Memorandum does not and will <br />not contain any untrue statement of a material fact or omit to state a <br />material fact required to be stated therein or necessary to make the <br />statements therein, in the light of the circumstances under which they were <br />made, not misleading; <br /> <br /> (f) Except as described in the Offering Memorandum, there is no <br />action, suit, proceeding or investigation before or by any court, public <br />board or body pending or, to the knowledge of the City, threatened, wherein <br />an unfavorable decision, ruling or finding would: (i) affect the creation, <br />organization, existence or powers of the City or the titles of its Council <br /> <br /> 3 <br /> <br /> <br />