2023-051 Ordinance - Laserfiche WebLink

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Agreement, if, but only if, they are in form and substance satisfactory to the Underwriter, which satisfaction shall be conclusively evidenced by the Underwriter accepting and paying for the Notes. If the City is unable to satisfy the conditions contained in this Agreement to the obligations of the Underwriter to purchase or to accept delivery of and to pay for the Notes, or if those obligations of the Underwriter are terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the City shall be under further obligation under it, except that the respective obligations of the City and the Underwriter set forth in Section 9 shall continue in full force and effect. The Underwriter agrees to assist the City in establishing the issue price of the Notes and shall execute and deliver to the at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C. The City will treat the first price at which 10% of the Notes (the "100/6 test') was sold to the public as defined in Exhibit C as the issue price of the Issue. At the execution of this Agreement, the Underwriter shall report to the City the price at which it has sold the Notes to the public, which is the price set forth in Exhibit C. Section 8. Conditions of the Obligations of the Underwriter. (a) The obligations of the Underwriter to purchase, and to accept delivery of and pay for, the Notes will be subject to all of the following: (i) The completeness and correctness, on the date of this Agreement and on the Closing Date, of the representations and warranties of the City made in this Agreement. (ii) The performance by the City of its obligations and covenants under this Agreement. (iii) Each of the following additional conditions precedent: (A) The Notes, the Certificate of Award and this Agreement shall have been duly authorized and signed by the City. (B) The Note Ordinance shall have been duly passed and be in effect. (C) All necessary actions of the City relating to the Notes shall be in full force and effect without rescission or modification. (D) There shall have been taken, in connection with the issuance of the Notes and with the transactions contemplated in this Agreement, all such actions as in the opinion of Bond Counsel are legally necessary and appropriate.