RES 85128 - Laserfiche WebLink

date hereof); (iii) the 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 Mamorandum shall have been repudiated by the applicable developer, or, 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 re~es a supplement or amendment to the Offering Memorandum, and such supplement or amendment is not agreed to be 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 Memorarnknn; (2) A letter of Bond Counsel, dated the date of the Closing and addressed to the Underwriter, to the effect that the opinion referred to in the preceding subparagraph may be relied upon by the Underwriter to the same extent as if such opinion were addressed to them; (3) A mmpplementary opinion, dated the date of the Closing and addressed to the Underwriter, of Bond Counsel to the effect that (i) this Purchase Contract has been duly authorized, executed and delivered by, and, assuming due authorization, execution and delivery by the Underwriter, constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms, except as such enforceability may be limited by the application of equitable principles if equitable remedies are sought; (ii) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended; (iii) the Bonds conform as to form and tenor to the description thereof contained under the caption "The Bonds" in this Offering Memorandum, and the statements contained therein under the captions "The Bonds"; "The Work"; "Bondholders' Risks"; and "Tax Exemption" insofar as such statements purport to summarize certain provisions of the 1913 Act, the Bond Law, the bonds, the R~solution, the Proceedings or applicable provisions of the United States Internal Revenue Code, present a fair and accurate summary of such provisions; and, in connection with Bond Counsel's participation in the Proceedings and in the preparation of