Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and agrees with the Underwriter as follows: (a) the Authority is, and will be on the Closing Date, a joint exercise of powers authority duly organized and operating pursuant to Chapter 5, Division 7, Title 1 of the California Government Code with the full power and authority to issue the Bonds, adopt or execute and deliver, as the case may be, the Legal Documents to be adopted or executed by it and own its properties and carry on its business as presently conducted; (b) by official action of the Authority, prior to or concurrently with the acceptance hereof, the Authority has duly adopted or authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Legal Documents to be adopted or entered into by it and has authorized and approved the consummation by it of all other transactions contemplated by the Legal Documents; (c) this Bond Purchase Contract has been, as of the date hereof, and the other Legal Documents to be entered into by the Authority will have been as of the date of Closing, duly authorized, executed and delivered by the Authority and constitute legal, valid and binding agreements of the Authority, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought; (d) to the best knowledge of the Authority, the issuance of the Bonds and the execution and delivery of the Legal Documents to be adopted or entered into by the Authority and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Bonds or the Legal Documents adopted or entered into by the Authority; (e) to the best knowledge of the Authority, the Authority is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to issue the Bonds or enter into or perform its obligations under the Legal Documents to be entered into by it, and, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach or default; (f) to the best knowledge of the Authority, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending in which service of process has been completed against the Authority or threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the adoption of the Authority Resolution or the sale, execution or delivery of the Bonds or the payment of principal and interest on the Bonds or in any way contesting or affecting the validity or enforceability of the Bonds, the Legal Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Documents to be entered into by the Authority or this Bond Purchase Contract or that could have a material adverse impact upon the ability of the Authority to issue the Bonds or enter into or perform its obligations under such documents or that may result in any material adverse change in the business, properties, assets or the financial condition of the Authority or in any way contesting the existence or powers of the Authority; (g) the Authority will furnish such information, execute such instruments and take such other actions in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify to do business or consent to service of process in any jurisdiction without its approval; (h) the information contained in the Preliminary Official Statement was, as of the date thereof, and is, as of the date hereof (excluding any information permitted to be omitted pursuant to Rule 15c2-12 and information under the caption “UNDERWRITING”), and the information contained in the Official Statement will be, as of the Closing Date (excluding information under the caption “UNDERWRITING”), true and correct in all material respects and such information did not, does not and will not, as applicable, contain any untrue or misleading statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (i) if between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority will notify the Underwriter, and, if in the reasonable opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall forthwith prepare and furnish to the Underwriter (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading; provided that, for the purposes of this subsection, between the date hereof and the date that is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request; (j) if the information contained in the Official Statement is amended or supplemented pursuant to the terms hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will further amend or supplement the Official Statement so that the Official Statement, as supplemented or amended (including any financial and statistical data contained therein), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; (k) except as may be required under blue sky or other securities laws of any state, no consent, approval, authorization or order of any State court or governmental body is required for the consummation by the Authority of the transactions contemplated by the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the by the Underwriter; (l) after the date of Closing, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter; and (m) any certificate signed by an Authorized Officer (as defined in the Authority Resolution) of the Authority and delivered to the Underwriter pursuant to this Bond Purchase Contract shall be deemed a representation and warranty of the Authority to the Underwriter as to the truth of the statements therein made.
Appears in 1 contract
Samples: Bond Purchase Contract
Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter Underwriters as follows:
(a) the The Authority is, and will be on the Closing Date, Date a joint exercise of powers authority agency duly organized and operating validly existing pursuant to Chapter 5, Division 7, Title 1 the Constitution and laws of the State of California Government Code with the full power and authority to issue the Bonds, adopt or to execute and deliverdeliver the Official Statement, and to enter into this Purchase Contract, the Sublease, the Site Lease and the Trust Agreement. The Trust Agreement, the Sublease and the Site Lease, together with the Continuing Disclosure Agreement, are collectively known as the case may be, the Legal Documents to be adopted or executed by it and own its properties and carry on its business as presently conducted“Financing Documents”;
(b) by By official action of the Authority, Authority prior to or concurrently with the acceptance hereof, the Authority has duly adopted or authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Legal Financing Documents to be adopted or entered into executed by it and has authorized and approved the consummation by it of all other transactions contemplated by the Legal DocumentsOfficial Statement and this Purchase Contract;
(c) this Bond This Purchase Contract has beenconstitutes, as and upon their issuance and delivery, each of the date hereof, and the other Legal Financing Documents to be entered into by which the Authority is a party will have been as of the date of Closingconstitute, duly authorized, executed and delivered by the Authority and constitute a legal, valid and binding agreements obligation of the Authority, enforceable in accordance with their respective its terms, except as enforcement thereof enforceability may be limited by bankruptcy, insolvency insolvency, moratorium or other laws affecting enforcement of creditors’ rights generally and by generally, to the application of equitable principles if equitable remedies are sought;
(d) principles, to the best knowledge exercise of judicial discretion and to the Authority, the issuance of the Bonds limitations on legal remedies against joint powers authorities in California; and the execution and delivery of the Legal Financing Documents to be adopted or entered into by which it is a party, this Purchase Contract and the Authority Official Statement, and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Bonds or the Legal Documents adopted or entered into by the AuthorityFinancing Documents;
(ed) to To the best knowledge of the Authority, the Authority is not in any material respect in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to issue the Bonds or enter into or perform its obligations under the Legal Documents to be entered into by it, and, and no event has occurred and is continuing which, with the passage of time or the giving of notice, notice or both, would constitute a default or an event of default under any such a breach or defaultinstrument;
(fe) to the best knowledge of the Authority, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending in which service or, to the best knowledge of process has been completed against the Authority or Authority, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the adoption of the Authority Resolution or the sale, execution or delivery of the Bonds or the payment of principal and interest on the Bonds Base Rental Payments or in any way contesting or affecting the validity or enforceability of the Bonds, the Legal Financing Documents to which the Authority is a party or this Purchase Contract or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Financing Documents to be entered into executed by the Authority it or this Bond Purchase Contract or that could have a material adverse impact upon the ability of the Authority to issue the Bonds or enter into or perform its obligations under such documents or that may result in any material adverse change in the business, properties, assets or the financial condition of the Authority or in any way contesting the existence or powers of the AuthorityContract;
(gf) the The Authority will furnish such information, execute such instruments and take such other actions action in cooperation with the Underwriter Underwriters as the Underwriter Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter Underwriters may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify take any action which would subject it to do business general or consent to unlimited service of process in any jurisdiction without its approvalin which it is not now so subject;
(hg) the information contained in the Preliminary Official Statement was, as As of the date thereof, thereof and is, as at all times subsequent thereto to and including the date which is 25 days following the End of the date hereof Underwriting Period (excluding any information permitted to be omitted pursuant to Rule 15c2-12 and information under as such term is hereinafter defined) for the caption “UNDERWRITING”)Bonds, and the information statements contained in the Official Statement will be, as of the Closing Date (excluding information under the caption captions “UNDERWRITING”), true THE AUTHORITY” and correct in all material respects and such information “LITIGATION MATTERS” did not, does not and will not, as applicable, not contain any untrue or misleading statement of a material fact or omit to state any 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;
(ih) if If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, Statement under the captions “THE AUTHORITY” and “LITIGATION MATTERS” as then supplemented or amended, to contain an any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority will notify the UnderwriterUnderwriters, and, if in the reasonable opinion of the UnderwriterAuthority, the Underwriters or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall will forthwith prepare and furnish to the Underwriter Underwriters (at the expense of the CityAuthority) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the UnderwriterUnderwriters) that which will amend or supplement the Official Statement so that it will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasersunder which they were made, not misleading; provided that, for . For the purposes of this subsection, between the date hereof and the date that which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter Underwriters may from time to time reasonably request;
(ji) if If the information contained in the Official Statement is amended or supplemented pursuant to the terms paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will further amend or supplement portions of the Official Statement under the captions “THE AUTHORITY” and “LITIGATION MATTERS” so that the Official Statement, as supplemented or amended (including any financial and statistical data contained therein), ) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which it was presentedthey were made, not misleading;
(j) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the Closing Date or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12, as specified as such in a notice from the Underwriters stating the date which is the End of the Underwriting Period;
(k) except as may be required under blue sky or other securities laws of any state, There is no consent, approval, authorization or other order of of, or filing or registration with, or certification by, any State court or governmental body is regulatory authority having jurisdiction over the Authority required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the Authority of the other transactions contemplated by this Purchase Contract or the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with Financing Documents to which the purchase and distribution of the by the UnderwriterAuthority is a party;
(l) after The Bonds will be issued in accordance with the date of Closing, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter; andTrust Agreement;
(m) any certificate signed by an Authorized Officer The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement;
(n) The Authority Resolutionwill apply the proceeds of the Bonds, and earnings thereon, in accordance with the Trust Agreement;
(o) The Authority is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; and
(p) Any certificate signed by a duly authorized officer of the Authority and delivered to the Underwriter Underwriters pursuant to this Bond Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty of by the Authority to the Underwriter Underwriters as to the truth of the statements therein mademade therein.
Appears in 1 contract
Samples: Bond Purchase Contract
Representations, Warranties and Agreements of the Authority. The Authority represents, warrants and agrees with the Underwriter as follows:
(a) the The Authority is, and will be on the Closing Date, is a joint exercise of powers authority entity duly organized and operating validly existing under the laws of the State of California pursuant to Chapter 5a Joint Exercise of Powers Agreement between the City and the Xxxxxxxxx Valley Municipal Improvement District, Division 7dated September 18, Title 1 of the California Government Code with the full power and authority to issue the Bonds, adopt or execute and deliver2014, as amended on October 2, 2014 (the case may be, the Legal Documents to be adopted or executed by it and own its properties and carry on its business as presently conducted;“JPA Agreement”).
(b) The Authority has full legal right, power and authority (i) to enter into, execute and deliver the Authority Documents and to sell and deliver the Bonds to the Underwriter as provided herein; and (ii) to carry out and consummate the transactions on its part contemplated by the Authority Documents and the Official Statement.
(c) By all necessary official action of the Authority, prior to or concurrently with the acceptance hereofaction, the Authority has duly adopted or authorized and approved the issuance of the Bonds and the Authority Documents, has duly authorized and approved the Preliminary Official Statement and the Official Statement and approved the distribution thereof (including in electronic form), has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations in connection with the execution and delivery of the Bonds on its part contained inin the Bonds and the Authority Documents, the Legal Documents to be adopted or entered into by it and has authorized and approved the consummation by it of all other transactions contemplated by the Legal Documents;
(c) this Bond Purchase Contract has been, as Authority Documents in connection with the execution and delivery of the date hereofBonds, and the other Legal Documents all pursuant to be entered into by the Authority will have Resolution adopted at a regular meeting duly called and held in accordance with the requirements of all applicable laws and at which a quorum of the board members of the Authority was continuously present. The Authority Resolution has not been as of modified, amended or rescinded since the date of Closingits adoption and each Authority Document is or will be, duly authorizedwhen delivered, executed and delivered by as applicable, the Authority and constitute legal, valid and binding agreements obligation of the Authority, enforceable in accordance with their respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting enforcement of creditors’ rights generally and by the application of equitable principles if equitable remedies are sought;.
(d) to the best knowledge The Authority is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation of the AuthorityState of California or of the United States, or any agency or instrumentality of either, or any applicable judgment or decree, or the JPA Agreement, or any loan agreement, indenture, bond, note, resolution, agreement (including, without limitation, the issuance Authority Documents) or other instrument to which the Authority is a party which breach or default has or may have an adverse effect on the ability of the Authority to perform its obligations under the Bonds or the Authority Documents, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default under any such instrument; and the execution and delivery of the Legal Documents to be adopted or entered into by Bonds and the Authority Documents, and compliance with the provisions on the Authority’s part contained herein and therein, will not conflict in any material respect conflict way with or constitute a material breach of or a material default under any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties property or assets of the Authority or under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement regulation or other instrument, except as provided in by the Bonds or and the Legal Documents adopted or entered into by the Authority;Authority Documents.
(e) to the best knowledge All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the Authoritymatter which are required for the due authorization by, or which would constitute a condition precedent to or the Authority is not in breach absence of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to issue due performance by, the Authority of its obligations in connection with the issuance of the Bonds under the Authority Documents or enter into the consummation by it of all other transactions contemplated by the Authority Documents, including all filings with the California Secretary of State, have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or perform securities laws of any state in connection with the offering and sale of the Bonds; except as described in or contemplated by the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Legal Bonds and the Authority Documents to be entered into by it, and, no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute such a breach or default;have been duly obtained.
(f) The Bonds, when executed, issued, authenticated and delivered in accordance with the Indenture, and sold to the best knowledge Underwriter as provided herein, will be validly executed and outstanding obligations, entitled to the benefits of the AuthorityIndenture, there and upon such execution and delivery, the Indenture will provide, for the benefit of the Owners from time to time of the Bonds, the legally valid and binding security interest it purports to create.
(g) There is no action, suit, proceeding, inquiry or investigation, notice of which has been duly served on the Authority, at law or in equity, equity before or by any court, governmental government agency, public board or body, pending in which service or to the best knowledge of process has been completed against the officer of the Authority or executing this Bond Purchase Agreement, threatened against the Authority in any material respect Authority, affecting the existence of the Authority or the titles of its officers to their respective offices offices, or affecting or seeking to prohibit, restrain or enjoin the adoption of the Authority Resolution or the sale, issuance, execution or delivery of the Bonds pursuant to the Indenture, or the payment of principal and interest on the Bonds or in any way contesting or affecting as to the Authority the validity or enforceability of the Bonds, the Legal Documents Bonds or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoingDocuments, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or contesting the powers of the Authority to issue the Bonds, or the execution and delivery or adoption by the Authority of the Authority Documents, or in any amendment way contesting or supplement theretochallenging the consummation of the transactions contemplated hereby or thereby; nor, to the best knowledge of the Authority, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Documents to be entered into Bonds or the authorization, execution, delivery or performance by the Authority or this Bond Purchase Contract or that could have a material adverse impact upon the ability of the Authority to issue the Bonds or enter into or perform its obligations under such documents or that may result in any material adverse change in the business, properties, assets or the financial condition of the Authority or in any way contesting the existence or powers of the Authority;Documents.
(gh) the The Authority will furnish such information, execute such instruments and take such other actions action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification qualifications in effect so long as required for the distribution of the Bonds; provided, however, that in no event shall the Authority shall not be required to qualify to do business execute a general or special consent to service of process or qualify to do business in connection with any such qualification or determination in any jurisdiction without its approval;jurisdiction, and the Underwriter shall bear all costs in connection with the foregoing.
(hi) As of the date thereof, the information contained in the Preliminary Official Statement was, as of the date thereof, and is, as of the date hereof (excluding any information permitted to be omitted pursuant to Rule 15c2-12 and information under the caption “UNDERWRITING”), and the information contained in the Official Statement will be, as of the Closing Date (excluding information under the caption “UNDERWRITING”), true and correct in all material respects and such information THE AUTHORITY” did not, does not and will not, as applicable, contain any untrue or misleading statement of a material fact or omit to state any a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;.
(ij) if between At the date hereof and the date which is 25 days after the End time of the Underwriting Period for the BondsAuthority’s acceptance hereof, and (unless an event occurs which might or would cause of the nature described in paragraph (l) of this Section 5) at all times subsequent thereto up to and including the Closing Date, the information contained under the caption “THE AUTHORITY” in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority will notify the Underwriter, and, if in the reasonable opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall forthwith prepare and furnish to the Underwriter (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form other than information therein regarding DTC or its book-entry system, information relating to the Municipal Bond Insurer, the Municipal Bond Insurance Policy and substance satisfactory to counsel for the Reserve Policy or any information provided by the Underwriter) that will amend or supplement the Official Statement so that it did not and will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time under which they were made, not misleading.
(k) If the Official Statement is delivered supplemented or amended pursuant to prospective purchasers, not misleading; provided that, for the purposes paragraph (l) of this subsection, between the date hereof and the date that is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request;
(j) if the information contained in the Official Statement is amended or supplemented pursuant to the terms hereofSection 7, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraphparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the BondsClosing Date, the Authority will further amend or supplement the Official Statement (other than information therein regarding DTC or its book-entry system, information relating to the Municipal Bond Insurer, the Municipal Bond Insurance Policy and the Reserve Policy or any information provided by the Underwriter) as so that the Official Statement, as supplemented or amended (including any financial and statistical data contained therein), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information the statements therein, in the light of the circumstances under which it was presentedthey were made, not misleading;.
(kl) except If between the date of this Bond Purchase Agreement and that date which is 25 days after the end of the underwriting period (as may be required under blue sky or other securities laws determined in accordance with Section 15 hereof) any event of any state, no consent, approval, authorization or order which the officer of any State court or governmental body is required for the consummation by the Authority executing this Bond Purchase Agreement has knowledge shall occur affecting the Authority which might adversely affect the marketability of the transactions contemplated by Bonds or the market prices thereof, or which might cause the Official Statement, except such as have been obtained and except such as may be required under then supplemented or amended, to contain any untrue statement of a material fact or to omit to state securities or blue sky laws a material fact necessary to make the statements therein, in connection with the purchase and distribution light of the by circumstances under which they were made, not misleading, the Underwriter;
(l) after Authority shall notify the date Underwriter thereof, and if in the opinion of Closingthe Underwriter such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will not participate in at its expense prepare and furnish to the issuance Underwriter a reasonable number of any copies of such supplement to, or amendment of or supplement to of, the Official Statement to whichin a form and in a manner approved by the City, after being furnished with a copyBond Counsel, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for Disclosure Counsel and the Underwriter; and.
(m) any Any certificate signed by an Authorized Officer (as defined in the Authority Resolution) any officer of the Authority and delivered to the Underwriter pursuant to this Bond Purchase Contract the Authority Documents or any document contemplated thereby or required for the valid execution and delivery of the Bonds shall be deemed a representation and warranty of by the Authority to the Underwriter as to the truth statements made therein.
(n) The Authority will cause the proceeds from the sale of the statements therein madeBonds to be paid to the Trustee for the purposes specified in the Indenture and the Official Statement. So long as any of the Bonds are outstanding and except as may be authorized by the Indenture, the Authority will not issue or sell any bonds or other obligations, other than the Bonds delivered thereunder, the interest on and premium, if any, or principal of which will be payable from the Revenues.
(o) The Authority shall honor all other covenants on its part contained in the Indenture and the Lease Agreement which are incorporated herein and made a part of this Bond Purchase Agreement.
(p) The requirements of Section 3.07I and (f) of the Indenture relating to Additional Bonds have been met.
Appears in 1 contract
Samples: Bond Purchase Agreement
Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter Underwriters as follows:
(a) the The Authority is, and will be on the Closing Date, Date a joint exercise of powers authority agency duly organized and operating validly existing pursuant to Chapter 5, Division 7, Title 1 the Constitution and laws of the State of California Government Code with the full power and authority to issue the Bonds, adopt or to execute and deliverdeliver the Official Statement, and to enter into this Purchase Contract, the Subleases, the Site Leases, and the Trust Agreement. The Trust Agreement, the Subleases, and the Site Leases, together with the Continuing Disclosure Agreement, are collectively known as the case may be, the Legal Documents to be adopted or executed by it and own its properties and carry on its business as presently conducted“Financing Documents”;
(b) by By official action of the Authority, Authority prior to or concurrently with the acceptance hereof, the Authority has duly adopted or authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Legal Financing Documents to be adopted or entered into executed by it and has authorized and approved the consummation by it of all other transactions contemplated by the Legal DocumentsOfficial Statement and this Purchase Contract;
(c) this Bond This Purchase Contract has beenconstitutes, as and upon their issuance and delivery, each of the date hereof, and the other Legal Financing Documents to be entered into by which the Authority is a party will have been as of the date of Closingconstitute, duly authorized, executed and delivered by the Authority and constitute a legal, valid and binding agreements obligation of the Authority, enforceable in accordance with their respective its terms, except as enforcement thereof enforceability may be limited by bankruptcy, insolvency insolvency, moratorium or other laws affecting enforcement of creditors’ rights generally and by generally, to the application of equitable principles if equitable remedies are sought;
(d) principles, to the best knowledge exercise of judicial discretion and to the Authority, the issuance of the Bonds limitations on legal remedies against joint powers authorities in California; and the execution and delivery of the Legal Financing Documents to be adopted or entered into by which it is a party, this Purchase Contract and the Authority Official Statement, and compliance with the provisions on the Authority’s part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Bonds or the Legal Documents adopted or entered into by the AuthorityFinancing Documents;
(ed) to To the best knowledge of the Authority, the Authority is not in any material respect in breach of or default under any applicable law or administrative regulation of the State of California or the United States or any applicable judgment or decree or any loan agreement, lease, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to issue the Bonds or enter into or perform its obligations under the Legal Documents to be entered into by it, and, and no event has occurred and is continuing which, with the passage of time or the giving of notice, notice or both, would constitute a default or an event of default under any such a breach or defaultinstrument;
(fe) to the best knowledge of the Authority, there There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending in which service or, to the best knowledge of process has been completed against the Authority or Authority, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the adoption of the Authority Resolution or the sale, execution or delivery of the Bonds or the payment of principal and interest on the Bonds Base Rental Payments or in any way contesting or affecting the validity or enforceability of the Bonds, the Legal Financing Documents to which the Authority is a party or this Purchase Contract or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Financing Documents to be entered into executed by the Authority it or this Bond Purchase Contract or that could have a material adverse impact upon the ability of the Authority to issue the Bonds or enter into or perform its obligations under such documents or that may result in any material adverse change in the business, properties, assets or the financial condition of the Authority or in any way contesting the existence or powers of the AuthorityContract;
(gf) the The Authority will furnish such information, execute such instruments and take such other actions action in cooperation with the Underwriter Underwriters as the Underwriter Underwriters may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky blue sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter Underwriters may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify take any action which would subject it to do business general or consent to unlimited service of process in any jurisdiction without its approvalin which it is not now so subject;
(hg) the information contained in the Preliminary Official Statement was, as As of the date thereof, thereof and is, as at all times subsequent thereto to and including the date which is 25 days following the End of the date hereof Underwriting Period (excluding any information permitted to be omitted pursuant to Rule 15c2-12 and information under as such term is hereinafter defined) for the caption “UNDERWRITING”)Bonds, and the information statements contained in the Official Statement will be, as of the Closing Date (excluding information under the caption captions “UNDERWRITING”), true THE AUTHORITY” and correct in all material respects and such information “LITIGATION MATTERS” did not, does not and will not, as applicable, not contain any untrue or misleading statement of a material fact or omit to state any 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;
(ih) if If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, Statement under the captions “THE AUTHORITY” and “LITIGATION MATTERS” as then supplemented or amended, to contain an any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority will notify the UnderwriterUnderwriters, and, if in the reasonable opinion of the UnderwriterAuthority, the Underwriters or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall will forthwith prepare and furnish to the Underwriter Underwriters (at the expense of the CityAuthority) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the UnderwriterUnderwriters) that which will amend or supplement the Official Statement so that it will not contain an any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasersunder which they were made, not misleading; provided that, for . For the purposes of this subsection, between the date hereof and the date that which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter Underwriters may from time to time reasonably request;
(ji) if If the information contained in the Official Statement is amended or supplemented pursuant to the terms paragraph (h) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will further amend or supplement portions of the Official Statement under the captions “THE AUTHORITY” and “LITIGATION MATTERS” so that the Official Statement, as supplemented or amended (including any financial and statistical data contained therein), ) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information the statements therein, in the light of the circumstances under which it was presentedthey were made, not misleading;
(j) As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall mean the earlier of (i) the Closing Date or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12, as specified as such in a notice from the Underwriters stating the date which is the End of the Underwriting Period;
(k) except as may be required under blue sky or other securities laws of any state, There is no consent, approval, authorization or other order of of, or filing or registration with, or certification by, any State court or governmental body is regulatory authority having jurisdiction over the Authority required for the execution and delivery of this Purchase Contract or the execution, delivery and sale of the Bonds to the Underwriters or the consummation by the Authority of the other transactions contemplated by this Purchase Contract or the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with Financing Documents to which the purchase and distribution of the by the UnderwriterAuthority is a party;
(l) after The Bonds will be issued in accordance with the date of Closing, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing or which shall be disapproved by counsel for the Underwriter; andTrust Agreement;
(m) any certificate signed by an Authorized Officer The Bonds will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement, and the Trust Agreement will provide, for the benefit of the holders from time to time of the Bonds, a legally valid and binding pledge of and lien on the Revenues (as defined in the Trust Agreement) and the funds and accounts pledged under the Trust Agreement, subject only to the provisions of the Trust Agreement permitting the application thereof on the terms and conditions set forth in the Trust Agreement;
(n) The Authority Resolutionwill apply the proceeds of the Bonds, and earnings thereon, in accordance with the Trust Agreement;
(o) The Authority is not in default, and at no time has defaulted in any material respect, on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; and
(p) Any certificate signed by a duly authorized officer of the Authority and delivered to the Underwriter Underwriters pursuant to this Bond Purchase Contract or any document contemplated hereby shall be deemed a representation and warranty of by the Authority to the Underwriter Underwriters as to the truth of the statements therein mademade therein.
Appears in 1 contract
Samples: Bond Purchase Contract
Representations, Warranties and Agreements of the Authority. The Authority representsAuthority, warrants subject to the limitations provided herein, warrants, represents to and agrees with the Underwriter as followsUnderwriters with respect to the Bonds that:
(a) the The Authority is, is a public instrumentality and will be on the Closing Date, a joint exercise of powers authority duly organized and operating pursuant to Chapter 5, Division 7, Title 1 political subdivision of the State of California Government Code with authorized under the full power and authority Act to issue the Bonds, adopt or execute Bonds and deliver, as to exercise all rights and powers permitted under the case may be, the Legal Documents to be adopted or executed by it and own its properties and carry on its business as presently conductedAct;
(b) by official action The Authority has complied with the provisions of the AuthorityAct and all other applicable laws, prior rules and regulations necessary, and has the requisite power and authority, to or concurrently with (i) execute and deliver this Purchase Contract, the acceptance hereofIndenture and the Loan Agreement (collectively, the “Legal Documents”), (ii) issue and deliver the Bonds as provided in this Purchase Contract, and DMEAST #27141426 v7
(iii) consummate the transactions on its part contemplated by, and perform its obligations under the Legal Documents;
(c) By the adoption of its resolution, dated December 6, 2016 (the “Authorizing Resolution”), the Authority has duly adopted or authorized the distribution of the Preliminary Official Statement and the Official Statement, and approved the execution and delivery of, and the due performance by the Authority of the obligations on its part contained inin the Legal Documents and the Bonds and the consummation by the Authority of the transactions contemplated thereby and hereby;
(d) When executed and delivered on the Closing Date (as hereinafter defined) in accordance with the provisions of this Purchase Contract and assuming the due authorization, execution, and delivery by the other respective parties thereto, the Legal Documents to be adopted or entered into by it and has authorized and approved the consummation by it of all other transactions contemplated by the Legal Documents;
(c) this Bond Purchase Contract has been, as of the date hereof, and the other Legal Documents to be entered into by the Authority Bonds will have been as of the date of Closing, duly authorized, executed and delivered by the Authority and constitute legal, valid and binding agreements obligations of the Authority, Authority enforceable against the Authority in accordance with their respective terms, except as enforcement thereof their enforceability may be limited by reasons of bankruptcy, insolvency insolvency, reorganization or other laws generally affecting enforcement of creditors’ rights generally and by remedies; the application of equitable principles if regardless of whether equitable remedies are sought; by provisions of California law governing claims against public agencies; and by matters of public policy;
(de) To the best knowledge of the Authority, the execution and delivery by the Authority of the Legal Documents and the Bonds and compliance with the terms thereof will not conflict with, or constitute a violation, breach of, or default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Authority is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Authority or any of its activities or properties, or result in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Authority pledged to pay the principal of and interest on the Bonds, which conflict, violation, breach, default, lien, charge or encumbrance would materially and adversely affect the transactions contemplated hereby or which, in any way, would materially and adversely affect the validity of the Bonds or any of the Legal Documents; provided, however, that no representation is made regarding compliance with any federal or state securities or “blue sky” laws;
(f) There is no action, suit, or proceeding at law or in equity before or by any court, or any inquiry or investigation before or by any governmental agency, public board, or body, with respect to which service of process on the Authority has been completed or to the best knowledge of the Authority, without independent investigation, threatened against the issuance of the Bonds and Authority: (i) seeking to prohibit, restrain, or enjoin the execution and delivery of the Legal Documents to be adopted or entered into Bonds by the Authority or the collection of revenues pledged or to be pledged to pay the principal of and compliance with the provisions interest on the Bonds; (ii) contesting or seeking to affect the validity or enforceability of the Bonds or the Legal Documents; or (iii) contesting the power of the Authority to enter into, adopt, or perform its obligations under any of the foregoing documents wherein an unfavorable decision, ruling, or finding would materially and adversely affect the transactions contemplated hereby, or which would materially and adversely affect the validity of the Bonds or the Legal Documents; DMEAST #27141426 v7
(g) No consent, approval, authorization, or other action by any governmental or regulatory authority having jurisdiction over the Authority that has not been obtained is or will be required for the execution and delivery of the Bonds or the consummation by the Authority of the financing transactions on its part contemplated by this Purchase Contract, except as such may be required for the state securities or “blue sky” laws, for final filings or notice to the California Debt Limit Allocation Committee or the California Debt and Investment Advisory Commission, and for filings to be made to the Internal Revenue Service on Form 8038;
(h) To the best knowledge of the Authority’s part contained herein and therein, will without independent investigation, (i) the Authority is not in any material respect conflict with or constitute a breach of or in default under (A) any law, applicable law or administrative regulation, judgment, regulation of the State of California or the United States or any applicable judgment or decree, or (B) any loan agreement, indenture, bond, note, resolution, agreement agreement, or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Bonds or the Legal Documents adopted or entered into by the Authority;
; and (eii) to the best knowledge of the Authority, the Authority is not in breach of or default under any applicable law or administrative regulation of the State or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, which breach or default would materially adversely affect the Authority’s ability to issue the Bonds or enter into or perform its obligations under the Legal Documents to be entered into by it, and, no event has occurred and is continuing which, with the passage of time or the giving of notice, notice or both, would constitute an event of default under any such a instrument, which breach or default;
(f) to default would materially and adversely affect the best knowledge of transactions contemplated hereby and by the AuthorityOfficial Statement or which, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending in which service of process has been completed against the Authority or threatened against the Authority in any material respect affecting way would materially and adversely affect the existence of the Authority or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the adoption of the Authority Resolution or the sale, execution or delivery validity of the Bonds or the payment of principal and interest on the Bonds Legal Documents; provided that no representation is made regarding compliance with any federal or in any way contesting state securities or affecting the validity or enforceability of the Bonds, the Legal Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Legal Documents to be entered into by the Authority or this Bond Purchase Contract or that could have a material adverse impact upon the ability of the Authority to issue the Bonds or enter into or perform its obligations under such documents or that may result in any material adverse change in the business, properties, assets or the financial condition of the Authority or in any way contesting the existence or powers of the Authority“blue sky” laws;
(g) the Authority will furnish such information, execute such instruments and take such other actions in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to qualify to do business or consent to service of process in any jurisdiction without its approval;
(h) the information contained in the Preliminary Official Statement was, as As of the date thereofhereof, the statements and is, as of the date hereof (excluding any information permitted to be omitted pursuant to Rule 15c2-12 and information under the caption “UNDERWRITING”), and the information contained in the Official Statement will be, as of the Closing Date (excluding information under the caption captions “UNDERWRITING”), true THE AUTHORITY” and correct in all material respects and such information did not, does “ABSENCE OF MATERIAL LITIGATION,” (solely as it relates to the Authority) do not and will not, as applicable, contain any untrue or misleading statement of a material fact or omit to state any a material fact which is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(i) if between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading, the Authority will notify the Underwriter, ; and, if in the reasonable opinion of the Underwriter, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority shall forthwith prepare and furnish to the Underwriter (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to counsel for the Underwriter) that will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading; provided that, for the purposes of this subsection, between the date hereof and the date that is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request;
(j) if The Authority agrees to cooperate with the information contained Underwriters and their counsel in endeavoring to qualify the Official Statement is amended or supplemented pursuant to Bonds for offering and sale under the terms hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will further amend or supplement the Official Statement so that the Official Statement, as supplemented or amended (including any financial and statistical data contained therein), will not contain any untrue statement of a material fact or omit to state a material fact necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading;
(k) except as may be required under blue sky or other securities laws of any state, no consent, approval, authorization or order of any State court or governmental body is required for the consummation by the Authority of the transactions contemplated by the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of such jurisdictions of the by United States as the Underwriter;
(l) after the date of ClosingUnderwriters may request; provided, however, that the Authority will not participate be required to execute a consent to service of process or to qualify as a foreign corporation in the issuance of connection with any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object such qualification in writing or any jurisdiction in which shall be disapproved by counsel for the Underwriter; and
(m) any it is not now so subject. Any certificate signed by an Authorized Officer (as defined in the Authority Resolution) any officer of the Authority and delivered to the Underwriter pursuant to this Bond Purchase Contract Underwriters shall be deemed a representation and warranty of the Authority to the Underwriter Underwriters as to the truth statements made therein. The execution and delivery of this Purchase Contract by the Authority shall constitute a representation by the Authority to the Underwriters that the representations and warranties contained in this Section 4 are true as of the date hereof; provided, however, that the Authority makes no representations or warranties as to the Borrower or any party to the agreements or instruments described herein other than the Authority and does not represent or warrant in any respect as to any of the statements, information (financial or otherwise), action taken or to be taken, representations or certifications furnished, or to be made and furnished, by the Borrower or any parties to the agreements or instruments described herein other than the Authority in connection with the execution and delivery of the Bonds or any such statements therein madeor information (financial or otherwise) contained in the Official Statement or the Legal Documents. Additionally, as to matters of law other than DMEAST #27141426 v7 federal tax law the Authority is relying on the advice of counsel to the Authority; and as to matters of federal tax law the Authority is relying on the advice of Bond Counsel (as hereinafter defined). No member of the governing body of the Authority, or any officer or employee of the Authority, shall be individually liable for the breach of any representation, warranty, or agreement contained herein.
Appears in 1 contract
Samples: Bond Purchase Contract (SJW Group)
