10B Action 2011 1219 - Laserfiche WebLink

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Corporation, as Disclosure Counsel ("Disclosure Counsel"), the Underwriters and Lofton & Jennings ( "Underwriters' Counsel") might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was made, not misleading in any material respect, the City will notify the Underwriters, and if in the opinion of the Underwriters such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriters (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in the form and substance satisfactory to the Underwriters) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective Underwriters, not misleading in any material respect with respect to the information of the City. If such notification shall be subsequent to the Closing Date, the City shall forthwith provide to the Underwriters such legal opinions, certificates, instruments and other documents as the Underwriters may reasonably deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the City will furnish such information with respect to itself as the Underwriters may from time to time reasonably request; (m) If the information contained in the Official Statement relating to the City is amended or supplemented pursuant to Section 6(1), at the time of such supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein), will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was made, not misleading; (n) After the date hereof to and including the Closing Date, the City will not, without the prior written consent of the Underwriters, publicly offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, nor will there be any change of a material nature in the financial position, of the City, in either case other than the ordinary course of its business or as discussed in the Official Statement; (o) The City will apply, or cause the application of the proceeds of the Bonds in accordance with the Indenture; (p) The City will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters which the Underwriters may reasonably request in order for the Underwriters to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now subject; (q) The financial statements of the City contained in the Official Statement as Appendix B fairly present the financial positions and results of operations thereof as of the dates and for the periods therein set forth, the City has no reason to believe that such financial statements have not been prepared in accordance with generally accepted accounting principles consistently applied, there has not been any material adverse change in the financial condition of the City since June 30, 2011 and there has been no 074 - 11022 \bpa -3