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expressed), does not, as of the date thereof, and will not, as of the Closing Date, contain any <br />untrue statement of a material fact or omit to state a material fact required to be stated therein or <br />necessary to make the statements therein, in light of the circumstances under which they were <br />made, not misleading; and <br />(o) Rule 15c2 -12, The Preliminary Official Statement heretofore delivered to the <br />Underwriter has been deemed final by the City as of its date, except for the omission of such <br />information as is permitted to be omitted in accordance with paragraph (b)(1) of Rule 15c2 -12. <br />The City. hereby covenants and agrees that, within seven (7) business days from the date hereof, <br />or (upon reasonable written notice from the Underwriter) within sufficient time to accompany <br />any confirmation requesting payment from any customers of the Underwriter, the City shall <br />cause the Official Statement to be delivered to the Underwriter in a quantity and /or in an <br />electronic format as mutually agreed upon by the Underwriter and the City so that the <br />Underwriter may comply with paragraph (b)(4) of Rule 15c2 -1.2 and Rules G -12, G -15, G -32 <br />and G -36 of the Municipal Securities Rulemaking Board. <br />3. Conditions to the Obligations of the Underwriter. The obligations of the <br />Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at <br />the option of the Underwriter, to the accuracy in all material respects of the representations and <br />warranties on the part of the City contained herein, as of the date hereof and as of the Closing <br />Date, to the accuracy in all material respects of the statements of the officers and other officials <br />of the City made in any certificates or other documents furnished pursuant to the provisions <br />hereof, to the performance by the City of its obligations to be performed hereunder at or prior to <br />the Closing Date and to the following additional conditions: <br />(a) Validity of City Documents and Actions. At the Closing Date, the City <br />Documents shall be in full force and effect, and shall not have been amended, modified or <br />supplemented, except as may have been agreed to in writing by the Underwriter, and there shall <br />have been taken in connection therewith, with the issuance of the Bonds and with the <br />transactions contemplated thereby and by this Bond Purchase Agreement, all such actions as, in <br />the opinion of Best, Best & I{rieger, LLP, Bond Counsel for the City, shall be necessary and <br />appropriate; <br />(b) Official Statement. The information contained in the Official Statement will, as of <br />the Closing Date and as of the date of any supplement or amendment thereto pursuant to Section <br />2(g) hereof, be true and correct in all material respects and will not, as of the Closing Date or as <br />of the date of any supplement or amendment thereto pursuant to Section 2(h) hereof, contain any <br />untrue statement of a material fact or omit to state a material fact required to be stated therein or <br />necessary to make the statements therein, in the light of the circumstances under which they were <br />made, not misleading; <br />(c) Termination Events, Between the date hereof and the Closing Date, the market <br />price or marketability of the Bonds at the initial offering prices set forth in the Official Statement <br />shall not have been materially adversely affected, in the judgment of the Underwriter (evidenced <br />by a written notice to the City terminating the obligation of the Underwriter to accept delivery of <br />and pay for the Bonds), which judgment shall be formed (to the maximum extent reasonably <br />55B -126 <br />