10B Action 2009 1221 - Laserfiche WebLink

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necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and there is no basis for any action, suit, proceeding, inquiry or investigation of the nature described in clauses (i) through (iv) of this sentence. (g) Preliminary Official Statement. For purposes of the Rule, the Agency has heretofore deemed final the Preliminary Official Statement prior to its use and distribution by the Underwriter, except for the information specifically permitted to be omitted by paragraph (b) (1) of the Rule. The Agency has never failed to comply timely with any filing requirements under the Rule. (h) Excess Surplus. The Agenc~s Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the Redevelopment Law does not, on the date hereof, contain an "excess surplus' (within the meaning of Section 33334.12 of the Redevelopment Law) that would cause the Agency to be subject to the sanctions contained in Section 33334.12(e) (1) of the Redevelopment Law. (i) Arbitrage Certificate. The Agency has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certificates may not be relied upon. (j) No Required Consents. All approvals, consents and orders of any governmental authority, board, agency or commission having jurisdiction which would constitute a condition precedent to the execution and delivery by the Agency of the Agency Documents and the Official Statement have been obtained or will be obtained prior to the Closing (provided the Agency is not responsible for state blue sky filings). (k) Certificates of the Agency. Any certificate signed by an authorized officer of the Agency and delivered to the Underwriter shall be deemed a representation and warranty of the Agency to the Underwriter as to the statements made therein. (1) ~'ax Exemption. The Agency covenants that it will not take any action which would cause interest on the Bonds to be subject to federal income taxation or California personal income taxes (other than to the extent the Bonds will be subject to federal income taxation as described under the caption "Tax Matters' in the Official Statement). (m) Compliance with Rule. There has been no instance in which the Agency has failed to comply in all respects with any undertakings with regard to the Rule. 7. Closing Conditions. The Underwriter has entered into this Purchase Contract in reliance upon the representations, warranties and covenants herein and the performance by the Agency of their respective obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, accept delivery of, and pay for the Bonds on the Closing Date for the Bonds are subject to the performance by the Agency of its obligations hereunder at or prior to the Closing. The Underwriter's obligations under this Purchase Contract to purchase and pay for the Bonds shall be subject to the following additional conditions: -5-