6097 (EXHIBIT A - E) - Laserfiche WebLink

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at a price equal to 100% of the principal amount thereof and to pay the purchase price thereof on the Closing Date (as hereinafter defined). Each of the Purchasers is to deposit the purchase price of their respective Certificates with the Placement Agent for transfer by the Placement Agent to the Trustee on the date of issuance of the Certificates. The City approves the placement of the Certificates with the Purchasers on the terms referred to herein. It is understood that the purchase of the Certificates by the Purchasers is subject to the performance by the City of its obligations to be performed hereunder at the prior to the Closing Date, and to the conditions enumerated in Section 4 herein. (b) Purchase, Sale and Delivery of the Certificates. On the basis of the representations, warranties and covenants contained herein and in the other agreements referred to herein, and subject to the terms and conditions herein set forth, at the Closing Time (hereinafter defined) the Underwriter agrees to purchase from the Trustee, at the direction of the City, that portion of the Certificates not placed by the Placement Agent pursuant to Section 3(a) above, at a purchase price of $1,386,700 (said amount being equal to $1,415,000 principal amount of the Certificates less an underwriting discount of $28,300), plus accrued interest from the date of the Certificates to the date of payment and delivery. The Underwriter intends to make a bona fide public offering of all of the Certificates at not in excess of the public offering price or prices set forth on Schedule I attached hereto; provided, however, that the Underwriter may subsequently change such offering price or prices. The Underwriter agrees to notify the City of such changes, if such changes occur prior to the Closing Time, but failure so to notify shall not invalidate such changes. The Underwriter may offer and sell the Certificates to certain dealers (including dealers depositing the Certificates into investment trusts) at prices lower than the public offering prices. The Certificates shall be issued under and secured as provided in the Indenture. The Certificates shall have the maturities and interest rates as set forth in Schedule I attached hereto, and shall be subject to redemption as shall be set forth in the Indenture and the Official Statement. Payment for the Certificates shall be made by federal wire transfer or certified or official bank check or draft in immediately available federal funds payable to the order of the Trustee for the account of the City, at the offices of Gilmore & Bell, P.C., St. Louis, Missouri, at 9:00 A.M., local time, on February 20, 1997, or such other date as shall be mutually agreed upon by the City, the Trustee, the Underwriter and the Placement Agent. The date of such delivery and payment is herein called the "Closing Date", and the hour and date of such delivery and payment is herein called the "Closing Time". The delivery of the Certificates shall be made in book-entry only form, bearing CUSIP numbers (provided neither the printing of a wrong number on any Certificate nor the failure to print a number thereon shall constitute cause to refuse delivery of any Certificate) as fully registered certificates (in such denominations as the Underwriter shall specify in writing at least 48 hours prior to the Closing Time); provided, however, that the Certificates may be delivered in temporary form. If delivered in definitive form, the Certificates shall be available for examination and packaging by the Underwriter at least 24 hours prior to the Closing Time. SECTION 4. CONDITIONS TO THE UNDERWRITER'S AND PLACEMENT AGENT'S OBLIGATIONS The Underwriter's and the Placement Agent's obligations hereunder shall be subject to the due performance by the City of its respective obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the City's representations and warranties contained herein, as of the date hereof and as of the Closing Time, and are also subject to the following conditions: -5-