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(C) (i) The Issuer has, and on the Closing Date will <br />have, full legal right, power and authority to enter into <br />this Bond Purchase Agreement, and this Bond Purchase Agreement <br />has been duly executed and delivered to the Underwriter and <br />constitutes a valid, binding and enforceable obligation of <br />the Issuer; (ii) the Issuer has, and on the Closing Date will <br />have, full legal right, power and authority to issue and <br />sell the Bonds to the Underwriter, to perform its obligations <br />thereunder, and to carry out and effectuate the transactions <br />contemplated by this Bond Purchase Agreement, the Official <br />Statement, the Paying Agent and Registrar Agreement for the <br />Bonds, dated as of August 1, 1991 (the "Registrar Agreement") <br />between the Issuer and C&S/Sovran Trust Company (Florida), <br />N.A., Fort Lauderdale, Florida, as Registrar and Paying <br />Agent (the "Registrar"), the Resolution and the Rate <br />Ordinance, (the aforementioned instruments being collectively <br />referred to herein as the "Instruments")and all other <br />documents necessary in connection with the issuance and sale <br />of the Bonds; and (iii) on or prior to the Closing Date, the <br />Issuer will have taken all actions required to be taken by <br />it to authorize the issuance, delivery and performance of <br />the Bonds, the execution and delivery of the Official <br />Statement, the execution, delivery and performance of the <br />Instruments and the consummation by it of all transactions <br />required to be taken by it in connection with the issuance <br />of the Bonds; <br />(D) The Issuer has complied, and on the Closing Date <br />will be in compliance, in all material respects, with the <br />terms of the Act and the Constitution and laws of the State <br />of Florida and with the obligations on its part contained in <br />this Bond Purchase Agreement; <br />(E) Both on the date hereof and on the Closing Date, <br />there will not have been any material adverse occurrence in <br />the results of operations or financial condition, affairs or <br />prospects of the Issuer, except as disclosed in the Official <br />Statement, as amended, if necessary; <br />(F) On the Closing Date, no consent, approval, <br />authorization or order of, or filing, registration or <br />declaration with, any court or governmental agency or body <br />will be required for the sale, issuance or delivery of the <br />Bonds to the Underwriter or the consummation of the transactions <br />contemplated by this Bond Purchase Agreement except for such <br />filings or notices to the Division of Bond Finance of the <br />Department of General Services required pursuant to Florida <br />Statutes, Sections 218.38 and 218.385, as amended, and <br />except for such actions as may be necessary to qualify the <br />Bonds for offer and sale under the Blue Sky or other <br />securities laws and regulations of such states and jurisdictions <br />4 <br />