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by the City and the Underwriter. The Bonds shall be printed or lithographed on <br />steel engraved borders, shall bear CUSIP numbers and shall be prepared and <br />delivered as fully registered Bonds in authorized denominations, and shall be made <br />available to the Underwriter at least one (1) business day before the Closing for <br />purposes of inspection and packaging. <br /> <br /> 10. The Underwriter has entered into this Purchase Contract in reliance <br />upon the representations, warranties and agreements of the City contained herein <br />and to be contained in the documents and instruments to be delivered at the <br />Closing, and upon the performance by the City of its obligations hereunder, both as <br />of the date hereof and as of the date of the Closing. Accordingly, the <br />Underwriter~s obligations under this Purchase Contract to purchase, to accept <br />delivery of and to pay for the Bonds shall be subject to the performance by the City <br />of its obligations to be performed hereunder and under such documents and <br />instruments at or prior to the Closing, and shall also be subject to the following <br />conditions: <br /> <br /> (a) The representations and warranties of the City contained herein <br />shall be true, complete and correct on the date hereof and on and as of the <br />date of the Closing, as if made on the date of the Closing; <br /> <br /> (b) At the time of the Closing the Proceedings shall be in full force <br />and effect, and shall not have been amended, modified or supplemented, and <br />the Offering Memorandum shall not have been amended, modified or <br />supplemented, except in either case as may have been agreed to by both the <br />City and the the Underwriter; <br /> <br /> (c) At the time of the Closing, all official action of the City <br />relating to the Proceedings shall be in full force and effect, and there <br />shall have been taken all such actions as, in the opinion of Sturgis, Ness, <br />Brunsell & Sperry, Bond Counsel ("Bond Counsel"), shall be necessary or <br />appropriate in connection therewith, with the issuance of the Bonds and with <br />the transactions contemplated hereby, all as described in the Offering <br />Memorandum; <br /> <br /> (d) The legal action and referendum described in the Preliminary <br />Offering Memorandum under the caption "Superior Court Action and <br />Referendum" shall both have been resolved and terminated substantially in <br />the manner and with the result described under such caption; <br /> <br /> (e) The Underwriter shall have the right to terminate the <br />Underwriter's obligations under this Purchase Contract to purchase, to <br />accept delivery of and to pay for the Bonds by notifying the City of their <br />election to do so if, after the execution hereof and prior to the Closing: <br />(i) the marketability of the Bonds or the market price thereof, in the <br />opinion of the Underwriter, has been materially and adversely affected by <br />any decision issued by a court of the United States (including the United <br />States Tax Court) or of the State of California, by any ruling or regulation <br />(final, temporary or proposed) issued by or on behalf of the Department of <br /> <br /> <br />