RES 85457 - Laserfiche WebLink

conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph 1 hereof with federal or other funds immediately available to the City. Delivery and payment, as aforesaid, shall be made at the office of Stone & Youngberg, One California Street, Suite 2800, San Francisco, 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 delivery of and to pay for the Bonds shall be subject to the performance by the City of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following conditions: (a) The representations and warranties of the City contained herein shall be true, complete 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, 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