1991-10-13 Resolution 44 - Laserfiche WebLink

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amendment to the Official Statement, the Authority will at its sole expense supplement or amend the Official Statement in a form and in a manner agreed to and approved by the Underwriter; (n) Any certificate signed by any officer of the Authority and delivered to the Underwriter will be . deemed to be a representation by the Authority to the Underwriter as to the truth of the statements contained in such certificate; and (o) The Authority has agreed to provide copies of the Official Statement (as the same may be amended or supplemented) to the Underwriter in such numbers and at such times as are set forth in Section 5(f) of this Contract. 4. Closing. The Bonds shall be delivered to the Underwriter in Indianapolis, Indiana (or such other place as requested by the Underwriter), on or before December 4, 1991, or such other date as may be .agreed upon by the Authority and the Underwriter (the "Closing Date" ), at which time the Underwriter, subject to the terms and conditions of this Contract, will pay the purchase price of the Bonds in full in immediately available federal funds. 5. Closing Conditions. The Underwriter has entered into this Contract in reliance upon the representations, warranties and agreements of the Authority contained herein, and in reliance upon the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligation under this Contract to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations and agreements to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations and warranties of the Authority contained in this Contract shall be true, complete and correct on this date and on the Closing Date, as if then made; . (b) At the time of the Closing, the Trust Agreement, as approved by the Authority, shall have been executed and delivered by the Authority and the Trustee; and the Official Statement shall have been duly executed and delivered by the Authority and shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; (c) At the time of the Closing, this Contract, the Bonds and the the Trust Agreement shall be in full force and effect in accordance with their respective terms and shall not have been amended, modified or supplemented in any material respect; (d) There shall have been adopted and be in full force and effect such resolutions of the Authority authorizing the transactions contemplated by this Contract as may reasonably be required by Baker & Daniels, Bond Counsel ("Bond Counsel"), and the Authority shall have delivered certified .copies of all such resolutions and any other documents relating to the Bonds as may be required by Bond Counsel; (e) At or prior to the time of Closing, the Underwriter shall have received copies of each of the following documents in such number as shall be requested and in form and substance satisfactory to the Underwriter: (i) The Official Statement and each supplement or amendment, if any, thereto, executed on behalf of the Authority by its President and attested by its Secretary-Treasurer; (ii) The Trust Agreement, fully executed by the Authority and the Trustee; and (iii) Opinion of Bond Counsel, dated the Closing Date and addressed to the Underwriter; and (f) Within the earlier of (i) five (5) Business Days (as that term is defined in the Trust Agreement) from the date of this Contract or (ii) such other time, if any, as the Underwriter has notified the Authority, prior to the date hereof,. that confirmations requesting payment will be sent to -4-