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6 <br />Underwriter has provided the Authority with certain disclosures required under the rules of the <br />MSRB. <br />(i) Cooperation with Blue Sky. The Authority will furnish such information, execute <br />such instruments and take such other action in cooperation with the Underwriter as the <br />Underwriter may reasonably request to qualify the Bonds for offer and sale under the Blue Sky <br />or other securities laws and regulations of such states and other jurisdictions of the United <br />States as the Underwriter may designate; provided, however, that the Authority shall not be <br />required to register as a dealer or broker or foreign corporation in any such state or jurisdiction <br />or consent to service of process therein. <br />7. City Representations, Warranties and Covenants. The City represents, <br />warrants and covenants to the Underwriter that: <br /> <br />(a) Due Organization, Existence and Authority. The City is a charter city, duly <br />organized and existing under the laws of the State, with full right, power and authority to <br />execute, deliver and perform its obligations under this Bond Purchase Agreement, the <br />Continuing Disclosure Certificate and the In <br />stallment Purchase Contract (collectively, the “City Documents”) and to carry out and <br />consummate the transactions contemplated by the City Documents and described in the Official <br />Statement. <br /> <br />(b) Due Authorization and Approval. By all necessary official action of the City, the <br />City has duly authorized and approved the execution and delivery of, and the performance by <br />the City of the obligations contained in, the Preliminary Official Statement, the Official Statement <br />and the City Documents and as of the date hereof, such authorizations and approvals are in full <br />force and effect and have not been amended, modified or rescinded. When executed and <br />delivered, the City Documents will constitute the legally valid and binding obligations of the City <br />enforceable in accordance with their respective terms, except as enforcement may be limited by <br />bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles <br />relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing <br />be in compliance in all respects, with the terms of the City Documents. <br /> <br />(c) Official Statement Accurate and Complete. The Preliminary Official Statement <br />was as of its date, and the Official Statement is, and at all times subsequent to the date of the <br />Official Statement up to and including the Closing will be, true and correct in all material <br />respects, and the Preliminary Official Statement contained and the Official Statement contains, <br />and up to and including the Closing will contain, no misstatement of any material fact and does <br />not, and up to and including the Closing will not, omit any statement necessary to make the <br />statements contained therein, in the light of the circumstances in which such statements were <br />made, not misleading. <br /> <br />(d) Underwriter’s Consent to Amendments and Supplements to Official Statement. <br />Until the date which is twenty-five (25) days after the end of the underwriting period (as defined <br />above), if any event shall occur of which the City is aware, as a result of which it may be <br />necessary to supplement the Official Statement in order to make the statements in the Official <br />Statement, in light of the circumstances existing at such time, not misleading, the City shall <br />forthwith notify the Underwriter of any such event of which it has knowledge and shall cooperate <br />fully in furnishing any information available to it for any supplement to the Official Statement <br />necessary, in the Underwriter’s opinion, so that the statements therein as so supplemented will <br />8.C. - Page 228