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6 <br />(l)Department of Finance Approval. No further Department of Finance <br />approval or consentis required for the issuance of the Bonds or the consummation of the transactions <br />described in the Preliminary Official Statement. Except as disclosed in the Preliminary Official <br />Statement, the Agency is not aware of the Department of Finance directing or having any basis to <br />direct the County Auditor-Controller to deduct unpaid unencumbered funds from future allocations <br />of property tax to the Agency pursuant to Section34183 of the Dissolution Act. <br />7.Closing Conditions. The Underwriter hasentered into this Purchase Agreement in <br />reliance upon the representations, warranties and covenants herein and the performance by the <br />Agencyof its obligations hereunder, both as of the date hereof and as of the date of the Closing. The <br />Underwriter’s obligations under this Purchase Agreement to purchase and pay for the Bonds shall be <br />subject to the following additional conditions: <br />(a)Bring-Down Representation. The representations, warranties and covenants <br />of the Agencycontained herein shall be true, complete and correct at the date hereof and at the time <br />of the Closing, as if made on the date of the Closing. <br />(b)Executed Agreements and Performance Thereunder. At the time of the <br />Closing: (i)the AgencyDocuments shall be in full force and effect, and shall not have been <br />amended, modified or supplemented except with the written consent of the Underwriter; and <br />(ii)there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be <br />necessary in connection with the transactions contemplated by the Official Statement and the Agency <br />Documents. <br />(c)Termination Events. The Underwritershall have the right to terminate the <br />Underwriter’sobligations under this Purchase Agreementto purchase, to accept delivery of and to <br />pay for the Bonds by notifying the Agencyof its election to do so if, after the execution hereof and <br />prior to the Closing, any of the following events occurs: <br />(i)the marketability of the Bonds or the market price thereof, in the <br />opinion of the Underwriter, has been materially adversely affected by an amendment to the <br />Constitution of the United States or by any legislation in or by the Congress of the United States or <br />by the State of California, or the amendment of legislation pending as of the date of this Purchase <br />Agreementin the Congress of the United States, or the recommendation to Congress or endorsement <br />for passage (by press release, other form of notice orotherwise) of legislation by the President of the <br />United States, the Treasury Department of the United States, the Internal Revenue Service or the <br />Chairman or ranking minority member of the Committee on Finance of the United States Senate or <br />the Committeeon Ways and Means of the United States House of Representatives, or the proposal <br />for consideration of legislation by either such Committee or by any member thereof, or the <br />presentment of legislation by the staff of either such Committee, or by the staff of the Joint <br />Committee on taxation of the Congress of the United States, or the favorable reporting for passage of <br />legislation to either House of the Congress of the United States by a Committee of such House to <br />which such legislation has been referred for consideration, or any decision of any federal or state <br />court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the <br />United States Treasury Department, the Internal Revenue Service or other federal or state authority <br />affecting the federal or state tax status of the Agency, or the interest on bonds or notes (including the <br />Bonds); or