1996-042 - Laserfiche WebLink

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Sperm Acid n* Issuer shall not be obligated to qualify to do business or to take any actions that would subject it to general service of process in any state where it is not now so subject. 7. Disclosure. The Issuer will undertake pursuant to the Resolution sM atmehed hereto as EyAibi! E) that the County has not previously failed to satisfy the terms of a Continuing Disclosure obligation to comply with the Continuing Disclosure Certificate. 8. Oft". At , 1:00 p.m., New York time, on , 1996, or at such other time or at such other date as shall have been mutually agreed upon by the Issuer and the Underwriters, the Issuer will deliver, or cause to be delivered, to the Underwriters the Bonds, in definitive form, duly executed and authenticated, together with the other documents herein required; and the Underwriters will accept such delivery and pay the purchase price of the Bonds by delivering to the Issuer either immediately available funds by wire transfer or a federal funds check payable to the order of the Issuer as required by the Issuer. Such payment and delivery is herein called the "Closing." If at the Closing the Issuer fails to deliver the Bonds to the Underwriters as provided herein, or if at the Closing any of the conditions specified in Section 9 hereof shall not have been fulfilled to the satisfaction of the Underwriters, the Underwriters may elect to be relieved of any further obligations under this Bond Purchase Contract without thereby waiving any other rights the Underwriters may have by reason of such failure or nonfulfillment. Payment for and delivery of the Bonds as aforesaid shall be made at such place or places as shall have been mutually agreed upon by the Issuer and the Underwriters. The Bonds will be delivered at the Closing as definitive fully registered bonds in such authorized denominations and registered in such names as the Underwriters may request in time for their preparation. The Bonds to be delivered at the Closing will be made available to the Underwriters for checking and packaging in New York, New York, not later than the day prior to the Closing. After execution by the Issuer, authentication by the Registrar and Paying Agent and completion of checking and packaging, the Bonds shall be transferred to and held in safe custody by the Underwriters, or its designated agent on behalf of the Issuer; provided, that the Issuer shall receive a receipt of safekeeping from the Underwriters or its designated agent, in form satisfactory to the Issuer. The Issuer shall release or authorize the release of the Bonds at the Closing from safe custody to the Underwriters upon receipt of payment for the Bonds as described above. 9. Conditions to Closing. The Underwriters have entered into this Bond Purchase Contract in reliance upon the representations, warranties and agreements of the Issuer contained herein, and in reliance upon the representations to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Issuer of its respective obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriters's obligations under this Bond Purchase Contract to purchase, to accept delivery of and to pay for the Bonds are conditioned upon the performance by the Issuer of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and are also subject to the following additional conditions: