O-1991-1754 - Laserfiche WebLink

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e e (a) The City is a political subdivision of the State of Texas and has full legal right, power and authority (i) to issue the Bonds and to enter into the escrow agreement described in the Bond Ordinance (the "Escrow Agreement") and this Bond Purchase Agreement, (ii) to authorize and approve the Preliminary Official Statement and the Official Statement and to authorize and approve their distribution by the Underwriter, (Hi) to enter into this Bond Purchase Agreement, (iv) to adopt the Bond Ordinance and to carry out and consummate the actions contemplated thereby, and (v) to carry out and consummate all other transactions contemplated by each of the aforesaid documents; (b) The City has complied, and will be at the date of Closing in compliance, in all material respects, with the Constitution and laws of the State of Texas in connection with the authorization, issuance and sale of the Bonds; (c) By official action of the City prior to or concurrently with the acceptance hereof, the City has duly adopted the Bond Ordinance, has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations contained in the Bonds, the Escrow Agreement and this Bond Purchase Agreement and has duly authorized and approved the performance by the City of its obligations contained in the Bond Ordinance, the Escrow Agreement and in thIS Bond Purchase Agreement; (d) The City is not in breach of or default under any applicable law or adminIstrative regulation of the State of Texas or the United States or any applicable judgment or decree or any loan agreement, note, resolution, agreement or other instrument, except as may be disclosed in the Official Statement, to which the City is a party or is otherwise subject, which would have a material and adverse effect uJ?on the business or financial condition of the City; and the execution and delIvery of the Escrow Agreement and this Bond Purchase Agreement by the City and the execution and delivery of the Bonds and the adoption of the Bond Ordinance by the City and compliance with the provisions of each thereof will not violate or constitute a material breach of or default under any existing law, administrative regulation, judgment, decree or any agreement or other instrument to which the City is a party or, to the knowledge of the City, is otherwise subject; (e) Except for the approval of the Bonds by the Attorney General of Texas and the registration thereof by the Comptroller of Public Accounts of the State of Texas, all approvals, consents and orders of any governmental authority or agency having jurisdiction which approval, consent or order would constitute a condition precedent to the performance by the City of its obligation to issue the Bonds hereunder will have been obtained prior to the Closing; (f) At the time of the City's acceptance hereof the Official Statement does not, and at the time of Closing, the Official Statement will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; -3-