6097 (EXHIBIT A - E) - Laserfiche WebLink

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(b) The City has full power and authority to enter into the transactions contemplated by this Purchase Contract, the Ground Lease, the Lease and any and all other agreements relating thereto. (c) The information contained in the Preliminary Official Statement dated January 29, 1997 and the Official Statement to be dated February 10, 1997 and in any amendment or supplement that may be authorized by the City for use with respect to the Certificates (hereinafter collectively referred to as the "Official Statement"), is, and as of the Closing Time (hereinafter defined) will be, true and does not omit and will not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The City hereby deems the information contained in the Preliminary Official Statement regarding the City to be "final" as of its date, except for the omission of such information as is permitted by Rule 15c2-12(b)(1), such as offering prices, interest rates, selling compensation, aggregate principal amount, principal per maturity, delivery dates, ratings, identity of the purchasers and other terms of the Certificates depending on such matters. (d) If, prior to the earlier of (i) 90 days after the "end of the underwriting period" (as defined in Rule 15c2-12 under the Securities Exchange Act of 1934 (the "1934 Act") or (ii) the time when the Official Statement is available to any person from a nationally recognized municipal securities information repository, but in no case earlier than 25 days after the end of the underwriting period, any event occurs relating to or affecting the City, as a result of which it is necessary to amend or supplement the Official Statement in order to make the statements therein, in the light of the circumstances existing when the Official Statement is delivered to a purchaser, not materially misleading, or the Official Statement is required to be amended or supplemented to comply with law, the City shall promptly prepare and furnish, at the expense of the City, to the Underwriter and the Placement Agent and to the dealers (whose names and addresses the Underwriter will furnish to the City) to which Certificates may have been sold by the Underwriter and to any other dealers upon request, such amendments or supplements to the Official Statement as may be necessary so that the statements in the Official Statement as so amended or supplemented will not, in the light of the circumstances existing when the Official Statement is delivered to a purchaser of the Certificates, be misleading or so that the Official Statement will comply with law. (e) Within seven business days after the date of this Purchase Contract or within sufficient time to accompany any confirmation that requests payment from any customer of the Underwriter or the Placement Agent, whichever is earlier, the City shall provide to the Underwriter and the Placement Agent sufficient copies of the Official Statement to enable the Underwriter and the Placement Agent to comply with the requirements of Rule 15c2-12(b)(4) under the 1934 Act, and with the requirements of Rule G-32 of the Municipal Securities Rulemaking Board. (f) From the date hereof until the Closing Time, the City shall furnish the Underwriter and the Placement Agent with a copy of any proposed amendment or supplement to the Official Statement for review and shall not use any such proposed amendment or supplement to which the Underwriter and the Placement Agent reasonably object. (g) The City has or will have, by the Closing Time, duly authorized all necessary action to be taken for (i) the execution and delivery of the Ground Lease and the Lease; (ii) the approval of the Official Statement and the signing of the Official Statement by the Mayor; (iii) the execution, delivery or receipt, as appropriate, of this Purchase Contract, the documents to -2-