1993-06-29 Resolution 77 - Laserfiche WebLink

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1_: (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 or Vice-President; (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 (v) _ A certified copy of the transcript of proceedings relating to the issuance of the Bonds_ (f) Within the earlier of (i) five (S) Business Days 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 parties purchasing Bonds from the Underwriter, the Underwriter will have received for distribution to the prospective investors copies of the Official Statement (as the same may be amended or supplemented) in such quantities as may be necessary in order for the Underwriter to comply with the requirements of the SEC Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Board. The Underwriter agrees to notify the Authority or its Counsel of the approximate number of copies of the Official Statement that will be necessary to be supplied for purposes of the foregoing requirement, prior to the printing of the Official Statement or any supplement thereto. 6. Termination. The Underwriter shall have the right to terminate the Underwriter's obligations under this Contract to purchase, to accept delivery of and to pay for the Bonds by notifying the Authority of the election of the Underwriter to do so if, after the execution hereof and prior to the Closing: (a) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934., as amended and as then in effect, or that the Trust Agreement, as then amended or supplemented, is not exempt from qualification under the Trust Agreement Act of 1939, as amended and as then i n effect; (b) Subsequent to the respective dates as of which information is given in the Official Statement, there shall have occurred any change or any development involving a prospective change in the business or financial condition of the Authority which, in the judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering described in Section 2 ofthisContract; (c) Any rating assigned to the Bonds shall have been downgraded, suspended or withdrawn by Moody's Investors Service, Inc., or there has been an official statement. regarding a downgrading, suspension or withdrawal of any such rating and such action, in the opinion of the Underwriter, materially and adversely affects the market price for the Bonds; or (d) The Authority fails to deliver to the Underwriter the copies of the Official Statement (as the same may have been amended or supplemented) in the amounts and within the time period specified in Section 5(f) of this Contract and such failure, in the reasonable opinion of the Underwriter, materially and adversely affects the marketability of the Bonds or subjects the Underwriter to fines, sanctions or other penalties under the rules governing the delivery or filing of Official Statements promulgated by the Securities and Exchange Commission or the Municipal Securities Rulemaking Board. . 7. Expenses. The Authority shall pay all costs and expenses incident to the performance. of its obligations under this Contract, including all expenses incident to the delivery of the Bonds to the -S-