RES 85457 - Laserfiche WebLink

the Treasury of the United States, the Internal Revenue Service, or other governmental agency of the United States, or any governmental agency of the State of California, or by a tentative decision with respect to legislation reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or by legislation enacted by, pending in, or favorably reported to either the House of Representatives or the Senate of the Congress of the United States or either house of the Legislature of the State of California, or formally proposed to the Congress of the United States by the President of the United States or to the Legislature of the State of California by the Governor of the State of California in an executive communication, affecting the tax status of the City, its property or income, its bonds (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by the Bond Law; (ii) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency, or there'shall have occurred any other outbreak of hostilities, or a local, national or international calamity or crisis, financial or otherwise, the effect of such outbreak, calamity or crisis being such as, in the reasonable opinion of the Underwriter, would affect materially and adversely the ability of the Underwriter to market the Bonds (it being agreed by the Underwriter that there is no outbreak, calamity or crisis of such a character as of the date hereof); (iii) there shall have occurred a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or California State authorities; (iv) there shall have occurred a withdrawal or downgrading of any rating assigned to any securities of the City by a national municipal bond rating agency; (v) any of the proposed developments described in the Offering Memorandum shall have been repudiated by the applicable developer, or, except as described in the Offering Memorandum, any litigation or proceedings shall be pending or threatened questioning the proposed developments or seeking to enjoin the development thereof, or the City shall have received notice from the applicable developer that it will be unable to proceed with the development as described in the Offering Memorandum; (vi) any Federal or California court, authority or regulatory body shall take action materially and adversely affecting the ability of a developer to proceed with the development as contemplated by the Offering Memorandum; (vii) an event described in paragraph 8 hereof occurs which in the opinion of the Underwriter requires a supplement or amendment to the Offering Memorandum, and such supplement or amendment is not agreed to by the City; and (e) At or prior to the Closing, the Underwriter shall have received each of the following documents: (1) Opinions, in form and substance satisfactory to the City and the Underwriter, dated as of the Closing Date, of (a) Sturgis, Ness, Brunsell & Sperry, Bond Counsel, approving, without qualification, the validity of the Bonds and the exemption of the interest thereon from federal and state personal income taxation, as described in the Offering Memorandum;