RES 85128 - Laserfiche WebLink

preparation of the Offering Memorandum, it has no reason to believe that the Offering Memorandum, as of the date of Closing, contained any untrue statement of a material fact or emitted to state any material fact necessary in order to made the statements contained therein, in the light of the circumstances under which they were made, not misleading; (9) Such additional legal opinions, certificates, instruments and documents as the Underwriter may reason_ably request to evidence the truth and acc%h--acy, as of the date hereof and as of the date of the Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Offering Mamorandumo In addition to the foregoing, the City shall as soon as practicable provide the Proceedings, certified by authorized officers of the city under its seal as true copies and as having been adopted or executed (as applicable), with only such amendments, modifications or supplements as may have been agreed to by the Underwriter. All of the opinions, letters, certificates instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriter, but the approval of the Underwriter shall not be unreason_ably withheld. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Underwriter. The performance of any and all conditions contained herein for the benefit of the Underwriter may be waived by the Underwriter in its sole discretion. If the City shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, accept delivery of and pay for the bonds contained in this Purchase Contract, or if the obligations of the Underwriter to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate, and neither the Underwriter nor the City shall be under further obligation hereunder, except that the respective obligations of the City and the Underwriter set forth in paragraphs 11 and 13 hereof shall continue in full force and effect. 11. (a) The Underwriter shall be under no obligation to pay, and the City shall pay the following expenses incident to the performance of the City's obligations hereunder: (i) the cost of the preparation and printing of the Bonds; (ii) the fees and disbursements of Sturgis, Ness, Brunsell & Sperry, Bond Counsel and of the City Attorney; (iii) the fees and disbursements of accountants, advisors and of any other ex~ or consultants retained by the City, including the fees and expenses of the Engineer of Work for the Proceedings and the Appraiser for the Proceedings.