1994-05-17 Resolution 91 - Laserfiche WebLink

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• of Bond Counsel, dated the Closing Date and addressed to the Underwriters, to the effect that the foregoing opinion may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters; (iii) An opinion of the City Attorney of the City, Counsel to the Issuer and the Commission, dated the Closing Date, and addressed to the Issuer, the Commission, the Trustee and the Underwriters in form acceptable to the Underwriters; (iv) An executed arbitrage certificate of the Issuer, dated the Closing Date, satisfying the requirements of the regulations promulgated, proposed under or pertaining to the Code; (v) A certificate dated the Closing Date and signed by an authorized officer of the Issuer to the effect that: (A) each of the representations, warranties and agreements of the Issuer set forth herein are true and correct as of the date hereof and as of the Closing Date, and (B) all of the conditions and agreements required in this Contract to be satisfied or performed by such party at or prior to the Closing Date have been satisfied or performed in the manner and with the effect contemplated herein; (vi) Evidence satisfactory to the Underwriters of the issuance and maintenance of ratings assigned to the Bonds by Moody's Investors Service ' and • Standard & Poor's Corporation not less than an "Aaa" and "AAA ", respectively; (vii) Evidence satisfactory to the Underwriters of a bond insurance policy or policies in the usual form issued with respect to the Bonds by : and (viii) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence compliance with legal requirements, the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations, warranties and agreements contained herein, the accuracy and completeness of the statements and information contained in the Official Statement, and the due performance or satisfaction on or prior to the Closing Date of all the agreements then to be performed and conditions then to be satisfied by the Issuer. Section 8. Termination. The Representative shall have the right to terminate the Underwriters' obligations under this Contract to accept delivery of and to pay for the Bonds by notifying the Issuer of the election of the Underwriters to do so if, after the execution hereof and prior to the Closing, under any one or more of the following circumstances: (a) The marketability of the Bonds or the market price thereof, in the opinion of the Underwriters, has been materially and adversely affected by (i) an amendment to the Constitution of the United States or any legislation which shall have been (A) enacted by the • United States, (B) recommended to Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States, the Treasury -7-