6097 (EXHIBIT A - E) - Laserfiche WebLink

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(a) At the Closing Time, (i) The Certificates and the Official Statement shall have been duly authorized, executed and delivered in the form heretofore approved by the Underwriter and the Placement Agent with only such changes therein as shall be mutually agreed upon by the City, the Underwriter, the Placement Agent and the Trustee. (ii) The proceeds of the sale of the Certificates shall have been deposited and applied as described in the Indenture; and (iii) The City shall have duly adopted and there shall be in full force and effect such resolutions or ordinances as, in the opinion of Special Tax Counsel, shall be necessary in connection with the transactions contemplated hereby. (iv) The City and the Trustee will have executed a Continuing Disclosure Agreement containing provisions requiring the City to provide the annual financial information and event notices to information repositories in the manner and to the extent required by Rule 15c2-12 and in a manner and to the extent described in the Preliminary Official Statement under the caption "SUMMARY OF THE CONTIN[rING DISCLOSURE AGREEMENT" in Appendix A and acceptable to the Underwriter. (b) At the Closing Time, the Underwriter and the Placement Agent shall receive: (i) The opinion, in form and substance satisfactory to the Underwriter and the Placement Agent, dated as of the Closing Date, of Gilmore & Bell, P.C., St. Louis, Missouri, Special Tax Counsel; (ii) The opinion, in form and substance satisfactory to the Underwriter and the Placement Agent, dated as of the Closing Date, of John Mulligan, Esq., counsel to the City; (iii) A certificate, in form and substance satisfactory to the Underwriter and the Placement Agent, of the Trustee, dated as of the Closing Date; (iv) A certificate, in form and substance satisfactory to the Underwriter and the Placement Agent, of the City, dated as of the Closing Date; and (v) Such additional certificates and other documents as the Underwriter and the Placement Agent may reasonably request to evidence performance or compliance with the provisions hereof and the transactions contemplated hereby and by the Indenture, the Ground Lease, the Lease and the Official Statement, all such certificates and other documents to be satisfactory in form and substance to the Underwriter and the Placement Agent. SECTION 5. CONDITIONS TO OBLIGATIONS The obligations of each party hereunder are subject to the performance of the obligations of each other party hereunder. -6-