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performance by the City of the obligations contained in, the <br />Bonds, this Purchase Contract and the Resolutions, and all <br />other transactions contemplated by the Official Statement, <br />and the City is and will be at Closing in compliance with the <br />provisions of the Resolutions. <br /> <br /> (c) The Offering Memorandum was, as of its date, true <br />and correct in all material respects, contains no <br />misstatement of any material fact and does not omit any <br />statement and information that is necessary to make the <br />statements and information contained therein not misleading <br />in any material respect. <br /> <br /> (d) The special assessment constituting the security <br />for the Bonds have been duly and lawfully levied under and <br />pursuant to the 1913 Act and such assessments are valid and <br />legally binding liens on the properties on which they have <br />been levied. <br /> <br /> (e) The Resolution of Issuance created a valid pledge <br />of the lien of the unpaid assessments providing the security <br />for the Bonds. <br /> <br /> (f) As of the time of acceptance hereof and as of the <br />date of the Closing, except as otherwise disclosed in the <br />Offerin Memorandum, the execution and delivery of this <br />Purchase Contract, the issuance of the Bonds and the adoption <br />of the Resolutions and compliance with the provisions of each <br />of such agreements or instruments do not and will not <br />conflict with or constitute a breach of or default under any <br />applicable law or administrative regulation of the State or <br />the United States or any applicable judgment or decree or any <br />trust agreement, loan agreement, bond, note, resolution, <br />ordinance, agreement or other instrument to which the City is <br />a party or is otherwise subject. <br /> <br /> (g) Between the time of acceptance hereof and the <br />Closing, the City will not, without the prior written consent <br />of the Underwriter, issue any bonds or securities on a parity <br />with the Bonds issued pursuant to the Resolution of Issuance. <br /> <br /> (h) As of the time of acceptance hereof and the date of <br />the Closing, and except as disclosed in the Offering <br />Memorandum, no litigation is or will be pending or, to the <br />knowledge of the City, threatened in any court (i) in any way <br />challenging the titles of the Mayor or any of the other <br />members of the City Council to their respective offices, or <br />(ii) seeking to restrain or enjoin the issuance or delivery <br />thereof in accordance with the Resolutions, or the collection <br />or application of assessments pledged or to be pledged to pay <br />the principal of or interest on the Bonds, or the pledge <br />thereof, or in any way contesting or affecting the validity <br /> <br /> 3 <br /> <br /> <br />