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deliver and to perform its obligations under this Bond Purchase Contract,the Continuing Disclosure
<br /> Certificate and the Dodgertown Documents,(B)the County has duly adopted the Resolution and
<br /> has duly authorized, executed and delivered this Bond Purchase Contract, the Continuing
<br /> Disclosure Certificate and the Dodgertown Documents, and assuming the due authorization,
<br /> execution and deliveryofthis Bond Purchase Contract,the Continuing Disclosure Certificate and
<br /> the Dodgertown Documents by the otherparties thereto,each such instrument constitutes the legal,
<br /> binding and valid obligation of the County, enforceable in accordance with its respective terms;
<br /> provided, however, the enforceability thereof may be subject to bankruptcy, insolvency,
<br /> reorganization,moratorium and other similar laws affecting creditors'rights generally and subject,
<br /> as to enforceability,to general principles of equity and the Series 2001 Bonds have been properly
<br /> executed by the proper officers of the County,(C)the information in the Official Statement as to
<br /> legal matters relating to the County,the Act,the Series 2001 Bonds and the Resolution is correct
<br /> in all material respects and does not omit any statement,which in his opinion, should be included
<br /> or referred to therein, and in addition,withrespect to the information in the Official Statement and
<br /> based upon his review ofthe Official Statement as County Attorney and without having undertaken
<br /> to determine independently the accuracy or completeness ofthe contents ofthe Official Statement,
<br /> he has no reason to believe that the Official Statement(except for the financial and statistical data
<br /> contained therein and the information relating to the Insurer and the Policy, as to which no view
<br /> need be expressed)contains an untrue statement of a material fact or omits to state a material fact
<br /> required to be stated therein or necessary to make the statements made therein, in light of the
<br /> circumstances under which they were made,not misleading,(D)the use of the Preliminary Official
<br /> Statement by the Underwriters for the purpose of offering the Series 2001 Bonds for sale has been
<br /> duly authorized and ratified by the County, (E) the information set forth in the Official Statement
<br /> under the heading "SPRING TRAINING FACILITY" (other than the financial and statistical
<br /> information included therein as to whichno opinion need be expressed),insofar as such information
<br /> purports to be descriptions or summaries of the Dodgertown Documents constitutes correct
<br /> summaries ofthe matters set forth or the documents referred to therein, (F)the Official Statement
<br /> has been duly authorized,executed and delivered by the County,and the County has consented
<br /> to the use thereof by the Underwriters, (G) to the best of his knowledge, the adoption of the
<br /> Resolution, and the authorization, execution and delivery of this Bond Purchase Contract, the
<br /> Continuing Disclosure Certificate and the Series 2001 Bonds,and compliance withthe provisions
<br /> hereof and thereof, will not conflict with, or constitute a breach of or default under, any law,
<br /> administrative regulation, consent decree, ordinance, resolution or any agreement or other
<br /> instrument to which the County was or is subject, as the case may be,nor will such enactment,
<br /> adoption,execution,delivery,authorizationor compliance result in the creation or imposition of any
<br /> lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the
<br /> property or assets of the County, or under the terms of any law, administrative regulation,
<br /> ordinance,resolution or instnnnent,except as expressly provided by the Resolution,(H)to the best
<br /> ofhis knowledge,all approvals,consents,authorizations and orders ofany governmental authority
<br /> or agency having jurisdiction in any matter which would constitute a condition precedent to the
<br /> performance by the County, of its obligations hereunder and under the Resolution have been
<br /> obtained and are in full force and effect,(1)the County is lawfully empowered to the receipt of,and
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