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9 <br />“Resolutions”) as, in the opinion of Bond Counsel, shall be necessary in connection with the <br />transactions contemplated by the Official Statement, the Authority Documents and the City <br />Documents. <br /> <br />(c) Termination Events. The Underwriter shall have the right to terminate this Bond <br />Purchase Agreement, without liability therefor, by notification to the Authority and the City if at <br />any time at or prior to the Closing: <br /> <br />(i) any event shall occur which causes any statement contained in the <br />Official Statement to be materially misleading or results in a failure of the Official <br />Statement to state a material fact necessary to make the statements in the Official <br />Statement, in the light of the circumstances under which they were made, not <br />misleading; or <br /> <br />(ii) the marketability of the Bonds or the market price thereof, in the <br />reasonable opinion of the Underwriter, has been materially adversely affected by an <br />amendment to the Constitution of the United States or by any legislation in or by the <br />Congress of the United States or by the State, or the amendment of legislation pending <br />as of the date of this Bond Purchase Agreement in the Congress of the United States, or <br />the recommendation to Congress or endorsement for passage (by press release, other <br />form of notice or otherwise) of legislation by the President of the United States, the <br />Treasury Department of the United States, the Internal Revenue Service or the <br />Chairman or ranking minority member of the Committee on Finance of the United States <br />Senate or the Committee on Ways and Means of the United States House of <br />Representatives, or the proposal for consideration of legislation by either such <br />Committee or by any member thereof, or the presentment of legislation for consideration <br />as an option by either such Committee, or by the staff of the Joint Committee on <br />Taxation of the Congress of the United States, or the favorable reporting for passage of <br />legislation to either House of the Congress of the United States by a Committee of such <br />House to which such legislation has been referred for consideration, or any decision of <br />any Federal or State court or any ruling or regulation (final, temporary or proposed) or <br />official statement on behalf of the United States Treasury Department, the Internal <br />Revenue Service or other federal or State authority materially adversely affecting the <br />federal or State tax status of the City, or the interest on bonds or notes or obligations of <br />the general character of the Bonds; or <br /> <br />(iii) any legislation, ordinance, rule or regulation shall be introduced in, or be <br />enacted by any governmental body, department or agency of the State, or a decision by <br />any court of competent jurisdiction within the State or any court of the United States shall <br />be rendered which, in the reasonable opinion of the Underwriter, materially adversely <br />affects the market price of the Bonds; or <br /> <br />(iv) legislation shall be enacted by the Congress of the United States, or a <br />decision by a court of the United States shall be rendered, or a stop order, ruling, <br />regulation or official statement by, or on behalf of, the Securities and Exchange <br />Commission or any other governmental agency having jurisdiction of the subject matter <br />shall be issued or made to the effect that the issuance, offering or sale of obligations of <br />the general character of the Bonds, or the issuance, offering or sale of the Bonds, <br />including all underlying obligations, as contemplated hereby or by the Official Statement, <br />is in violation or would be in violation of, or that obligations of the general character of <br />the Bonds, or the Bonds, are not exempt from registration under, any provision of the <br />8.C. - Page 231