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(except as changed by the Official Statement) and in the <br />Official Statement (except for information furnished to the <br />Issuer by the Underwriter or by others as specifically <br />indicated in the Official Statement) are and will be true, <br />correct and complete in all material respects and the <br />Official Statement does not and will not omit any statement <br />or information therein, in the light of the circumstances <br />under which they were made, not misleading in any material <br />respect; <br />(b) The Issuer is and will be at the date of Closing, <br />a duly organized and existing County under the laws of the <br />State of Florida (the "State"); <br />(c) In accordance with the Act, (i) the Issuer has <br />full legal right, power and authority (1) to approve and <br />deliver the Preliminary Official Statement and to enter <br />into, execute 'and deliver this Agreement, the Resolution and <br />the Official Statement, (2) to sell, issue and deliver the <br />Series 1991 Bonds to the Underwriter as provided herein, and <br />(3) to carry out and consummate the transactions <br />contemplated by this Agreement, the Resolution, and the <br />Official Statement; and (ii) the Issuer has complied with, <br />and will at the Closing be in compliance in all respects <br />with, the terms of the Act and the Resolution and with the <br />obligations on its part contained in the Resolution,' the <br />Series 1991 Bonds and this Agreement; <br />(d) When delivered to and paid for by the Underwriter <br />at the Closing in accordance with the provisions of this <br />Agreement, the Series 1991 Bonds will have been duly <br />authorized, executed, issued and delivered and will <br />constitute valid obligations of the Issuer, in conformity <br />with, and entitled to the benefit and security of, the Act <br />and the Resolution; <br />(e) The adoption of the Resolution and the <br />authorization, execution and delivery of this Agreement, as <br />described in the Official statement, and compliance with the <br />rovisions thereof under the circumstances contemplated <br />1i <br />ereby, will not in any material respect conflict with or <br />constitute on the part of the Issuer a breach of or default <br />under any agreement or other .instrument to which the Issuer <br />is a party (including, without limitation, other resolutions <br />adopted by the Issuer and after the consent and approval of <br />Farmers Home Administration, United States Department of <br />Agrzculture ("FmHA") has been obtained, any loan agreement <br />or similar documents between the Issuer and FmlUA) or any <br />existing law, ordinance, administrative regulation, court <br />order or consent decree to which the Issuer is subject; <br />4 <br />