2023-051 Ordinance - Laserfiche WebLink

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Counsel, or at such other later time or other place m the Underwriter and the City mutually agree upon. At the Closing, the Underwriter shall accept or acknowledge delivery of the Notes, in definitive form duly executed and authenticated, and of the Closing Documents identified in Section 7. The Notes will be delivered as fully registered Notes in typewritten or xerographically reproduced form, registered in the name of a nominee of DTC, in a denomination equal to the aggregate principal amount of Notes. The Notes will be made available to DTC or to the Paying Agent as agent for DTC pursuant to the DTC Fast Automated Securities Transfer (FAST) service, if satisfactory to DTC, the Paying Agent and the Underwriter, at least one business day prior to the Closing Date for purposes of inspection and establishment of the book entry system for the Notes. At the Closing, the Underwriter shall make payment for the Notes in immediately available funds in accordance with the instructions the City will provide to the Underwriter for the purpose. CUSIP identification numbers will be placed on the Notes, but the City will have no responsibility for the accuracy of those numbers. Neither the failure to place such numbers on any Note nor any error with respect to any CUSIP numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any of the Notes. Section 7. Closing Documents and Establishment of Issue Price. The Closing Documents shall consist of the following, each properly executed, certified or otherwise verified, dated as of such date and in such form, as may be satisfactory to Bond Counsel and the Underwriter: (a) A legal opinion of Bond Counsel, substantially in the form heretofore provided to the Underwriter, and a supplemental opinion of Bond Counsel substantially in the form attached as Exhibit B. (b) An appropriate certificate pursuant to then current Sections 103 and 148 of the Internal Revenue Code of 1986, m amended. (c) The Note Ordinance, certified by the Clerk, and the Certificate of Award signed as provided in the Note Ordinance. (d) Such additional legal opinions, certificates, instruments and other documents as Bond Counsel may reasonably request (i) in order to enable Bond Counsel to render its opinion, (ii) to evidence compliance with legal requirements, (iii) to evidence the truth and accuracy, m of the date of this Agreement and as of the Closing Date, of the City's representations and warranties contained in this Agreement, or (iv) to evidence the due performance or satisfaction by the City on or prior to the Closing Date of all agreements then to be performed and all conditions then to have been or to be satisfied by the City. All of the opinions, letters, certificates, instruments and other documents identified or referred to in this Agreement shall be deemed to be in compliance with the provisions of this