2023-051 Ordinance - Laserfiche WebLink

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(g) No authority or proceeding for the issuance or payment of or security for the Notes has been repealed, revoked or rescinded. (h) No litigation or administrative action or proceeding contests or affects, in any way, the enforceability of the Note Legislation, this Agreement or the Notes, the powers or authority of the City with respect to the Note Legislation, this Agreement or the Notes, or the exemption of the Notes from registration with the United States Securities and Exchange Commission. (i) Prior to the Closing, the City will have taken all actions necessary to be taken by it for (i) the issuance and sale of the Notes upon the terms set forth in the Note Legislation and this Agreement and (ii) the execution and delivery by the City of the Notes and of all such other instruments and the taking of all such other actions on the part of the City as may be necessary or appropriate for the effectuation and consummation of the transactions contemplated by the Note Legislation, this Agreement and the Notes. () The City will take such actions between the date of this Agreement and the Closing as are reasonably necessary to cause the warranties and representations contained in this Agreement to be true as of the Closing. (k) The City will not take or omit to take any action that will in any way result in the Note proceeds being applied in a manner other than as provided in the Note Legislation and certifications contained in the transcript of proceedings. Section 5. Covenants of the City. The City further covenants, as follows (a) Prior to the Closing Date, the City shall not issue, assume or guarantee (i) any additional general obligation bonds or bond anticipation notes or (ii) any other indebtedness payable from revenues of the City other than ad valorem property tax revenues that are specifically pledged as security for the Notes pursuant to the Note Legislation. (b) At the request of the Underwriter, the City will cooperate with the Underwriter in qualifying the Notes under the securities laws of any jurisdiction, and will famish the Underwriter with such information, execute such instruments, and take such other action as may be necessary in the reasonable judgment of the Underwriter to effect registration or confirmation of exemption from registration of the Notes under those laws. However, the City does not consent, and shall not be required with respect to the offering or sale of the Notes to consent, to suit or to general service of process in any jurisdiction. (c) The City shall not take or omit to take any action knowing that, under existing law, taking that action, or failing to take that action, may adversely affect the exclusion from gross income for federal income tax purposes, or the exemption from any applicable state tax, of the interest on the Notes. Section 6. Closing. Delivery and Payment of the Notes. The Closing will occur at or before 1:00 p.m., Ohio time, on the Closing Date, and at the Cleveland, Ohio office of Bond