Due Authorization and Approval of City. By all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded, except as may have been approved by the Underwriter. When validly executed and delivered by the other parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except insofar as enforcement may be limited by principles of sovereign immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing be in compliance, in all material respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents.
Due Authorization and Approval of City. By all necessary official action of the City, the City has (i) duly and validly confirmed the Reassessments as defined and described in the Official Statement and taken all actions necessary to cause said Reassessments to constitute liens on the respective parcels to which they were confirmed, and (ii) duly authorized and approved the execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified, or rescinded. When executed and delivered by the parties thereto, the City Documents will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City has complied, and will at the Closing be in compliance in all respects, with the terms of the City Documents applicable to the City. The Reassessments described in the Official Statement have been duly and lawfully confirmed under and pursuant to the provisions of the California Constitution and the Refunding Act of 1984 for 1915 Act Improvement Bonds (the “Refunding Act”); and each such Reassessment constitutes a valid and legally binding lien on the parcel of land in the Assessment District on which such Reassessment was confirmed. The Reassessments are not subject to repeal or reduction by action of the City Council if the effect thereof would interfere with the timely payment of the principal of and interest on the AD Bonds. Except as disclosed in the Official Statement, as of the Closing Date there will be no outstanding liens for general (ad valorem) taxes or assessment liens or special tax liens against the land in the Assessment District which will be senior to the Reassessment liens referred to in this paragraph.
Due Authorization and Approval of City. The City represents that, by all necessary official action of the City, the City has duly authorized and approved the adoption or execution and delivery by the City of, and the performance by the City of the obligations on its part contained in, the City Documents and, as of the date hereof, such authorizations and approvals are in full force and effect and have not been amended, modified or rescinded. When executed and delivered by the parties thereto, the City represents that the Bonds and the City Documents (excluding, for these purposes, the Limited Offering Memorandum) will constitute the legally valid and binding obligations of the City enforceable upon the City in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors’ rights generally. The City represents and warrants that the City has complied, and covenants that the City will at the Closing be in compliance in all respects, with the obligations on its part to be performed on or prior to the Closing Date under the City Documents (excluding, for these purposes, the Limited Offering Memorandum). The Limited Offering Memorandum has been duly authorized, executed and delivered by the City.
