Ordinance 2002-162 - Laserfiche WebLink

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(a) Such Borrower is duly organized and existing as a municipality under the laws of the State. (b) Such Borrower has full right, power and authority to enter into and execute this Agreement, the Loan Agreement, the Continuing Disclosure Agreement, and the Official Statement, to approve the Bond Indenture and the Bonds, and to perform any acts required to be performed by continuing disclosure in such documents. (c) Such Borrower has duly authorized all necessary action to be taken by it for: (i) the issuance and sale of the Bonds by the Issuer upon the terms and conditions set forth herein, in the Preliminary Official Statement and in the Bond Indenture; (ii) the approval of the Preliminary Official Statement, the Bonds and the Bond Indenture; (iii) the execution and delivery of this Agreement, the Continuing Disclosure Agreement, the Loan Agreement and the Official Statement; and (iv) any and all such other agreements and documents as may be required to be executed, delivered or received by such Borrower in order to carry out, effectuate and consummate the transactions contemplated herein and therein. (d) Such Borrower will at or before the Closing execute the Loan Agreement and the Official Statement. (e) The information with respect to such Borrower contained in the Preliminary Official Statement under the captioned ''The Borrower" and in Appendices A- _, as applicable, is true and correct in all material respects, does not contain any untrue statement of a material fact, and does not omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (f) The audited financial statements of such Borrower contained in the Preliminary Official Statement and to be contained in the final Official Statement, present fairly the financial position of such Borrower as of the dates indicated and the results of its operations for the periods specified; such financial reports and statements have been prepared in conformity with generally accepted accounting principles consistently applied in all material respects to the periods involved, except as may otherwise be stated in the notes thereto; and there has been no material adverse change in the condition, financial or otherwise, of such Borrower from that set forth in the audited financial statements, and such Borrower has not incurred any material liabilities since the date of such financing statements. (g) The proceeds of the Bonds will not be used in any way that would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds. (h) The execution and delivery of this Agreement, the Continuing Disclosure Agreement, the Official Statement and the Loan Agreement and the other documents contemplated herein and in the Official Statement, the approval by such 7