This page uses extracted PDF text. Text can misread numbers, dates or table columns. Check the PDF before quoting or interpreting it. Redacted areas remain redacted.
material respects on the Closing Date with the same effect as if made on the Closing Date, (B) no event has
occurred since the date of the Official Statement to cause the information in the Official Statement under
the headings “PLAN OF FINANCING,” “THE PROJECT AND THE PRIVATE PARTICIPANTS,”
“CERTAIN BONDHOLDERS’ RISKS” (but only with respect to those risks that expressly relate to the
Borrower, the other private participants or the Project) “NO LITIGATION – The Borrower,” and
“CONTINUING DISCLOSURE” to contain an untrue statement of a material fact, or omit to state any
material fact necessary to make the statements therein, in light of the circumstances under which they are
made, not misleading, and (C) Borrower has complied with all agreements and satisfied all the conditions
on its part to be performed or satisfied under the Borrower Documents at or prior to the Closing Date.
(l) The Underwriter shall have received an opinion of its counsel in form and substance
satisfactory to the Underwriter.
(m) The Underwriter shall have received certificates, dated the Closing Date, and signed by an
Authorized Official of the Issuer, to the effect that the representations and warranties of the Issuer contained
in this Bond Purchase Agreement are true and correct in all material respects on the date thereof with the
same effect as if made on the date thereof; no event affecting the Issuer has occurred since the date of the
Official Statement which should be disclosed in the Issuer Portion of the Official Statement for the purpose
for which it is to be used or which is necessary to be disclosed therein to cause the Issuer Portion of the
Official Statement to contain an untrue statement of a material fact, or omit to state any material fact
necessary to make the statements therein, in light of the circumstances under which they are made, not
misleading; and that the Issuer has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied under the Bonds and the Issuer Documents at or prior to the date thereof.
(n) The Underwriter shall have received a tax certificate of the Borrower endorsed by Issuer,
dated the Closing Date, with respect to the facts, estimates and circumstances and reasonable expectations
pertaining to Section 148 of the Code to support the conclusion that, among other things, none of the Bonds
will be an “arbitrage bond.”
(o) The Underwriter shall have received a closing certificate from the Trustee in a form
acceptable to the Underwriter.
(r) The Underwriter shall have received such additional legal opinions, certificates,
proceedings, instruments and other documents as the Underwriter or Bond Counsel may reasonably request.
If any conditions to the obligations of the Underwriter or Issuer contained in this Bond Purchase
Agreement are not satisfied and the satisfaction of such conditions shall not be waived by the Underwriter
and the Issuer, then, at the option of the Underwriter and the Issuer, (i) the Closing Date shall be postponed
for such period, not to exceed seven (7) days, as may be necessary for such conditions to be satisfied or (ii)
without limiting the generality of Section 8 of this Bond Purchase Agreement, the obligations of the
Underwriter and Issuer under this Bond Purchase Agreement shall terminate, and neither the Underwriter
nor Issuer shall have any further obligations or liabilities under this Bond Purchase Agreement.
All of the legal opinions, certificates, proceedings, instruments and other documents mentioned
above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the
provisions of this Bond Purchase Agreement if, but only if, they are in form and substance reasonably
satisfactory to the Underwriter, the Borrower and the Issuer.
13Jump to an indexed page (744 of 744)