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(D <br />C) <br />t10 <br />� .. <br />s`'=e'` executed, certified or otherwise verified, dated as of the date of the Closing, <br />and in such form and quantic as shall be satisfactory to Bond Counsel("Bond <br />rY , • Y <br />Counsel") and the Purchaser: <br />I. Certified copies of the Issuer's Ordinance No. 83.46 and <br />Resolutions No. 84.48 (Series No. 1) and 85.36 and 85-62 (Series No. 2) <br />authorizing issuance of the Bonds including any amendments and supplements <br />thereto (the "Resolutions"), and its minutes authorizing the Issuer's execution <br />_* and delivery of this, agreement, all as may be amended and supplemented. <br />k.. <br />2. Customary closing certificates, including those confirming that <br />there Is no litigation pending or, to the Issuer's knowledge, threatened <br />(either in state or federal courts) to restrain or enjoin the assignment to the <br />Purchaser, or the modification of the Bonds or the collection of the special <br />assessments pledged to pay the principal of the interest on the Bonds (the <br />y "Special Assessments") or in any manner questioning the proceedings or <br />authority under which the Bonds are issued or affecting the validity thereof or <br />of any provisions made or authorized for their payment or affecting the <br />existence of the Issuer or the title of Its present officers or any of them to <br />ry their respective offices, or contesting the validity of this agreement, and <br />such other closing certificates as shall be reasonably requested, <br />3. The approving opinion of Bond Counsel, addressed to the Issuer and <br />Purchaser and dated the date of the Closing satisfactory to the Purchaser, <br />4. Counsel to the Purchaser, Foley & Lardner (or any other firm <br />selected by the Purchaser) must be satisfied with all closing documents, <br />5. An opinion of the Issuer's Counsel, addressed to the Issuer, to Bond <br />Counsel, to the Bank and to the Purchaser and dated the date of the Closing, to <br />the effect that the assignment and modification of the Bonds, under <br />circumstances contemplated hereby, do not and will not in any material respect <br />conflict with or constitute on the part of the Issuer a breach of or default <br />under any existing law, regulation, court order or consent decree to which the <br />Issuer is subject; and that no litigation or proceeding is pending or, to the <br />best of the knowledge of Issuer's Counsel, threatened against the Issuer to <br />restrain or enjoin the assignment or modification of the Bonds, as contemplated <br />hereby. <br />6. Such other documents, certificates and information, the request for <br />which by the Bank or the Purchaser shall be reasonable in light of the <br />circumstances. <br />The Issuer shall be responsible for paying the fees and expenses of Its <br />Bond Counsel, and Purchaser's legal costs as shown in Exhibit C. <br />This agreement may be terminated by the Bank of behalf of the Purchaser <br />In writing prior to the Closing if any of the following shall occur: (1) (a) <br />legislation shall have been enacted by Congress, or introduced in Congress, or <br />recommended to Congress for passage by the President of the United States or <br />the United States Department of the Treasury of the Internal Revenue Service or <br />