04-14-2021 Council Packet - Laserfiche WebLink

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7 (ii) one or more opinions of Taft Stettinius & Hollister LLP, as counsel to the Corporation, addressed to us and to the Trustee, in form and substance satisfactory to us. In rendering the above opinions, counsel may rely upon customary certificates. (d) The Corporation Documents, the Guaranty and the Issuer Documents, in substantially the forms existing on the date hereof, with such changes therein as may be mutually agreed upon by the parties thereto and us, and all instruments contemplated thereby, shall have been duly authorized, executed and delivered by the respective parties thereto and shall be in full force and effect on the Closing Date. (e) All proceedings and related matters in connection with the authorization, issue, sale and delivery of the Bonds shall have been satisfactory to bond counsel, and such counsel shall have been furnished with such papers and information as they may have reasonably requested to enable them to pass upon the matters referred to in this Section 7. (f) The Corporation shall have furnished or caused to be furnished to us on the Closing Date a certificate satisfactory to us as to the accuracy of all representations and warranties contained herein as of the date hereof and as of the Closing Date and as to the performance by the Corporation of all of its obligations hereunder to be performed at or prior to the Closing Date. (g) The offer and sale of the Bonds and underlying securities shall be exempt from registration under the Securities Act of 1933, as amended; and the Indenture shall be exempt from qualification under the Trust Indenture Act of 1939, as amended. (h) We shall have been provided with such quantities of the Official Statement at such time or times as shall be necessary for us to comply with any applicable provision of law or regulation, including Regulation 15c2-12 promulgated by the Securities and Exchange Commission. (i) There shall have been completed and signed on behalf of the Corporation, and delivered to us, a Certificate as to Financial Matters, substantially in the form of Exhibit A hereto. All such opinions, certificates, letters and documents will be in compliance with the provisions hereof only if they are in all material respects satisfactory to us, as to which we shall act reasonably. If any condition of our obligation hereunder to be satisfied prior to the Closing Date is not so satisfied, this Bond Purchase Agreement may be terminated by us by notice in writing to the Corporation and the Issuer. We may waive in writing compliance by the Corporation or the Issuer with any one or more of the foregoing conditions or extend the time for their performance.