04-14-2021 Council Packet - Laserfiche WebLink

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5 Resolution; (ii) any of the proceedings had or actions taken by the Issuer leading up to the issuance of the Bonds or the execution, delivery or performance of this Bond Purchase Agreement by the Issuer; (iii) the delivery or validity of the Bonds or the enforceability of the Bonds or any of the other Issuer Documents against the Issuer; (iv) the existence of the Issuer; (v) the right of the [Mayor, the Clerk-Treasurer] or any member of the Issuer’s governing body to hold his or her office; or (vi) the transactions contemplated hereby or by the Official Statement. (f) In connection with the delivery to the Underwriter of the Preliminary Official Statement, the Issuer, with respect to information set forth therein under the caption “THE ISSUER” and “NO LITIGATION – The Issuer” (such information generally referred to as the “Issuer Portions”), deemed such information final as of the date of the Preliminary Official Statement, for purposes of Regulation 15c2-12; provided, however, that in making such representation, the Issuer shall not be deemed to have made any representation as to the truth, accuracy or completeness of the Preliminary Official Statement beyond the scope of the representations with respect thereto made in this Section 3. (g) The Issuer ratifies the use of the Preliminary Official Statement and authorizes the final Official Statement to be used in connection with the offering and sale of the Bonds; provided, however, that in making such representation, the Issuer shall not be deemed to have made any representation as to the truth, accuracy or completeness of the Preliminary Official Statement beyond the scope of the representations with respect thereto made in this Section 3. (h) The information contained in the Issuer Portions of the Preliminary Official Statement, as of the date hereof, is true and correct in all material respects. The Issuer Portions of the Preliminary Official Statement do not contain on the date hereof any untrue statement of a material fact and do not omit any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (i) To its knowledge, the Issuer is not in breach of or default under any existing law, court order or administrative regulation, decree or order, if, and to the extent, that the same would materially jeopardize its obligations hereunder or under any of the other Issuer Documents. 4. Representations of the Underwriter. As an inducement to the other parties to enter into this Bond Purchase Agreement, the Underwriter represents and warrants that the Bonds will be offered and sold by the Underwriter in accordance with all state and federal laws applicable to the Underwriter. 5. Purchase, Sale and Delivery of the Bonds. On the basis of the representations and warranties and subject to the terms and conditions set forth herein, we agree to purchase, and the Issuer agrees to sell to us, the total principal amount of the Bonds at a purchase price of $[_____________.00] (representing the stated principal amount of the Bonds, less an underwriting discount of $[_____________.00]). Payment for the Bonds shall be made to the