04-14-2021 Council Packet - Laserfiche WebLink

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6 Issuer or its order in Federal Funds or otherwise by immediately available funds at the offices of the Trustee, in St. Paul, Minnesota, at 10:00 a.m. prevailing time on [________________], 2021, or at such later date as may be agreed upon by an appropriate officer of the Issuer, the Corporation and us against delivery of the Bonds to us. The date and time of such payment and delivery are herein called the “Closing Date.” The Bonds will be delivered in accordance with standard procedures of the Depository Trust Company, New York, New York (“DTC”). 6. The Corporation’s Covenants. The Corporation will: (a) if at any time during the offering period an event shall have occurred as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein not untrue or misleading, notify us promptly thereof and furnish to us an appropriate amendment or a supplement that will correct the statements in the Official Statement in order to make the statements therein not untrue or misleading; (b) refrain from taking any action, or permit any action to be taken with regard to which the Corporation may exercise control, that results in the loss of the tax- free status of the interest on the Bonds; (c) furnish to us so long as any Bonds remain outstanding copies of annual audited financial statements, and, upon our request, quarterly unaudited financial statements; and (d) enter into the Continuing Disclosure Agreement to which U.S. Bank National Association, as dissemination agent, shall be a party, under which the Corporation shall provide annual financial information and operating data, including audited consolidated and consolidating financial statements of the Corporation prepared in accordance with generally accepted accounting principles, and all required event notices, all in accordance with and as required by Regulation 15c2-12(b)(5), promulgated by the United States Securities and Exchange Commission. 7. Conditions of Purchase Obligation of Underwriter. Our obligation to purchase and pay for the Bonds is subject to the following conditions: (a) The representations and warranties of the Corporation contained herein shall be true and correct as of the date hereof and the Closing Date. (b) At the Closing Date the Corporation shall have performed all of its obligations hereunder theretofore to have been performed. (c) At the Closing Date, there shall be delivered to us and dated as of the Closing Date: (i) one or more opinions of Taft Stettinius & Hollister LLP, as bond counsel, in form and substance satisfactory to us, covering the validity and tax- exempt status of interest on the Bonds, the fairness and accuracy of the document summaries included in Appendix D to the Official Statement, and related matters; and