6097 (EXHIBIT A - E) - Laserfiche WebLink

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which the City is a party and any and all such other agreements and documents as may be required to be executed, delivered or received by the City in order to carry out, give effect to and consummate the transactions contemplated hereby or by the Official Statement; and (iv) the carrying out, giving effect to and consummation of the transactions contemplated hereby or by the Official Statement. The City has or will have, by the Closing Time, also approved the Indenture. Executed counterparts of the documents to which the City is a party and the Official Statement will be delivered to the Underwriter and the Placement Agent by the City at the Closing Time. (h) The documents to which the City is a party, when executed and delivered by the City, will be the legal, valid and binding obligations of the City enforceable in accordance with their terms, except to the extent that enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium or other law or laws affecting the enforcement of creditors' rights generally or against entities such as the City and further subject to the availability of equitable remedies. (i) Except as set forth in the Official Statement, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to the City's knowledge, threatened against or affecting the City (or, to the City's knowledge, any basis therefor) wherein an unfavorable decision, ruling or finding would have a material adverse effect on the transactions contemplated hereby or by the Official Statement or the validity or enforceability of the Ground Lease, the Lease, the Certificates, this Purchase Contract or any agreement or document which is used or contemplated for use in the consummation of the transactions contemplated hereby or by the Official Statement. (j) The execution and delivery of the Official Statement, this Purchase Contract, the Certificates, the documents to which the City is a party and the other agreements and documents contemplated hereby or by the Official Statement, and the performance by the City of its obligations under the aforementioned, do not and will not violate any existing law, court or administrative regulation, decree or order or any agreement, indenture, mortgage, lease, note or other obligation or instrument to which the City is subject or by which it is or may be bound. (k) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that the City is a bond or certificate issuer whose arbitrage certifications may not be relied upon. (1) Any certificate signed by an authorized official of the City and delivered to the Underwriter and the Placement Agent shall be deemed a representation and warranty by the City to the Underwriter and the Placement Agent as to the statements made therein. (m) The City will deliver or cause to be delivered all opinions, certificates and other documents, as provided herein, including, but not limited to, an opinion of its counsel dated as of the Closing Date covering, among other things, the due authorization, execution and delivery by the City of this Purchase Contract and the documents to which the City is a party. (n) No event has occurred and is continuing which with the lapse of time or the giving of notice, or both, would constitute an Event of Default under the documents to which the City is a party. (o) In the Continuing Disclosure Agreement the City will agree to provide the annual financial information and event notices to information repositories in the manner and to the extent -3-