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<br />. . <br /> <br />. <br /> <br />e <br /> <br />been any material and adverse change in the affairs or financial <br />condition of the City since September 30, 1990 the latest date as to <br />which audited financial information is available; <br /> <br />(6) A certificate, dated the date of Closing, of an <br />appropriate official of the City to the effect that, on the basis of the <br />facts, estimates and circumstances in effect on the date of delivery of <br />the Bonds, it is not expected that the proceeds of the Bonds will be <br />used in a manner that would cause the Bonds to be arbitrage bonds <br />within the meaning of Section 148 of the Internal Revenue Code of <br />1986, as amended; <br /> <br />(7) A copy of a special report prepared by the independent <br />Certified Public Accountants named in the Official Statement, <br />addressed to the City, Bond Counsel and the Underwriter verifying <br />the arithmetical computations of the adequacy of the maturing <br />principal and interest on the escrowed securitIes and uninvested cash <br />on hand under the Escrow Agreement to pay, when due, the principal <br />of and interest on the bonds bein~ refunded and the computation of <br />the yield with respect to such seCUrIties and the Bonds; <br /> <br />(8) Such additional legal opinions, certificates, instruments <br />and other documents as Bond Counselor the Underwriter may <br />reasonably request to evidence the truth, accuracy and completeness, <br />as of the date hereof and as of the date of Closing, of the City's <br />representations and warranties contained herein and of the <br />statements and information contained in the Official Statement and <br />the due performance and satisfaction by the District at or prior to the <br />date of Closing of all agreements then to be performed and all <br />conditions then to be satisfied by the City. <br /> <br />All of the opinions, letters, certificates, instruments and other documents <br />mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed <br />to be in comJ?liance with the provisions hereof if, but only if, they are satisfactory to <br />the UnderwrIter. <br /> <br />If the City shall be unable to satisfy the conditions to the obligations of the <br />Underwriter to purchase, accept delivery of and pay for the Bonds, as set forth in <br />this Bond Purchase Agreement, or if the obligations of the Underwriter to purchase, <br />accept delivery of and pay for the Bonds shall be terminated for any reason <br />permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall <br />terminate, and neither the Underwriter nor the City shall be under further <br />obligation hereunder, except that the respective obligations of the City and the <br />Underwriter set forth in Paragraphs 8 and 10 hereof shall continue in full force and <br />effect. <br /> <br />8. Termination. The Underwriter may terminate its obligation to <br />purchase the Bonds at any time before Closing if any of the following should occur: <br /> <br />-7- <br />