04-14-2021 Council Packet - Laserfiche WebLink

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4 into any material transaction not in the ordinary course of business, (2) except as may be described in the Official Statement, there has not been and will not have been any material change in the long-term debt of the Corporation, (3) except as may be described in the Official Statement, there has not been and will not have been any material adverse change in the operations of the Corporation, or the financial position of the Corporation, (4) no loss or damage (whether or not insured) to the property of the Corporation has been or will have been sustained which materially and adversely affects the Corporation, and (5) no legal or governmental proceedings affecting the transactions contemplated by this Bond Purchase Agreement have been or will have been instituted or threatened which are material. (i) The information supplied or to be supplied by the Corporation that has been or is to be relied upon by bond counsel with respect to the tax-free status of interest on the Bonds is and shall be, in all material respects, correct and complete. (j) The Corporation represents, warrants, ratifies and confirms that the Preliminary Official Statement, as of its date, was in final form, within the meaning of Regulation 15c2-12, promulgated by the Securities and Exchange Commission. 3. Representations and Covenants of Issuer. As an inducement to the other parties to enter into this Bond Purchase Agreement, the Issuer represents, warrants and covenants as follows: (a) The Issuer is a Minnesota municipality, duly organized and existing pursuant to the Constitution and laws of the State of Minnesota. (b) The Issuer’s final authorizing resolution with respect to the Bonds, adopted on [________________], 2021 (the “Authorizing Resolution”), was duly adopted by the Issuer’s governing body at a meeting duly called and held in open session pursuant to the laws of the State of Minnesota and the rules of procedure of the Issuer. Such Authorizing Resolution has not been amended, repealed, rescinded or revoked. (c) The [Mayor and Clerk-Treasurer] of the Issuer are authorized for and in the name of the Issuer to execute, deliver and perform the obligations of the Issuer under this Bond Purchase Agreement, the Indenture and the Loan Agreement (collectively, the “Issuer Documents”), and to execute, deliver, file or record such other incidental papers, documents and instruments as shall be necessary to carry out the intention and purposes of the Issuer Documents and the Issuer’s Authorizing Resolution. (d) The execution, delivery and performance of this Bond Purchase Agreement and the other Issuer Documents will not, to the Issuer’s knowledge conflict with or constitute a breach of or default under any commitment, agreement or instrument to which the Issuer is a party or by which it is bound. (e) There is no litigation, administrative proceeding or investigation pending (nor, to the knowledge of the Issuer, is any such action threatened) which in any way affects, contests, questions or seeks to restrain or enjoin any of the following: (i) the powers of the Issuer referenced in paragraph (c) above or the Issuer’s Authorizing