|
(a) the representations and warranties of the County contained herein shall be
<br />true, complete and correct in all respects on the date hereof and on the date of the Closing, as if
<br />made on and as of the Closing. The statements made in all certificates and other documents
<br />delivered to the Underwriters at the Closing shall be true and correct at the Closing. The County
<br />shall be in compliance with each of the agreements made by it in this Contract of Purchase;
<br />(b) at the time of Closing, (i) the Official Statement, the Resolution, the Escrow
<br />Deposit Agreement and this Contract of Purchase shall be in full force and effect and shall not have
<br />been amended, modified or supplemented except as may have been agreed to in writing by the
<br />Underwriter, (ii) the proceeds of the sale of the Bonds shall be applied in the manner described hi
<br />the Official Statement, the Resolution and the Escrow Deposit Agreement, and (iii) the County shall
<br />have duly adopted and executed and there shall be in full force and effect such resolutions and other
<br />documents as, in the opinion of Rhoads & Sinon, Boca Raton, Florida, ("Bond Counsel") shall be
<br />necessary in connection with the transactions contemplated hereby;
<br />(c) at the time of the Closing, all necessary official action of the County and
<br />the other parties relating to this Contract of Purchase, the Escrow Deposit Agreement and the Bonds
<br />shall be in full force and effect in accordance with their respective terms and shall not have been
<br />amended, modified or supplemented in any respect, except in each case as may have been agreed
<br />to by the Underwriter;
<br />(d) the Underwriter shall have the right to cancel its obligation under this
<br />Contract of Purchase to accept delivery of and pay for the Bonds by notifying the County of its
<br />election to do so if, after the execution hereof and prior to the Closing: (i) legislation shall have
<br />been introduced in or enacted by the Congress of the United States or enacted by the State of
<br />Florida, or legislation pending in the Congress of the United States shall have been amended, or
<br />legislation shall have been recommended to the Congress of the United States or otherwise endorsed
<br />for passage (by press release, other form of notice or otherwise) by the President of the United
<br />States, the Treasury Department of the United Slates, the Internal Revenue Service or the Chairman
<br />or ranking minority member of the Committee on Finance of the United States Senate or the
<br />Committee on Ways and Means of the United States House of Representatives, or legislation shatâ–º
<br />have been proposed for consideration by either such Committee, by any member thereof or
<br />presented as an option for consideration by either such Committee, by the staff of such Committee
<br />or by the staff of the Joint Committee on Taxation of the Congress of the United States, or
<br />legislation shall have been favorably reported for passage to either House of Congress of the United
<br />States by a Committee of such House to which such legislation has been referred for consideration,
<br />or a decision shall have been rendered by a court of the United States or the State of Florida,
<br />including the Tax Court of the United States, or a ruling (whether published or private) shall have
<br />been made or other form of notice shall have been issued by the Treasury Department of the United
<br />States, or the Internal Revenue Service or other Federal or State of Florida authority, with respect
<br />to interest on obligations of the general character of the Bonds, which may have the purpose or
<br />effect, directly or indirectly, of affecting the tax-exempt status of Bonds issued by the County
<br />(including the Bonds) or any tax exemption granted or authorized by the State of Florida, or, which
<br />in the reasonable opinion of the Underwriter, affects materially and adversely the market for the
<br />Bonds, or the market price generally of obligations of the general character of the Bonds; or (u) the
<br />United States shall have become engaged in hostilities which have resulted in a declaration of war
<br />or a national emergency or other unforeseen national or international calamity or crisis, including,
<br />without limitation, financial crisis, shall have occurred or accelerated to such an extent as, in the
<br />reasonable opinion of the Underwriter, affects materially and adversely the market for the Bonds,
<br />or the market price generally of obligations of the general character of the Bonds; or (iii) there shall
<br />have occurred a financial crisis or default with respect to the debt obligations of the County, or the
<br />institution of proceedings under the Federal or State of Florida laws relating to the bankruptcy or
<br />-6-
<br />
|