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<br />-11- <br />Date as contemplated by the Indenture and this Bond Purchase Agreement; (C) <br />no event affecting the Successor Agency has occurred since the date of the <br />Official Statement which has not been disclosed therein or in any supplement or <br />amendment thereto which event should be disclosed in the Official Statement in <br />order to make the statements therein, in the light of the circumstances under <br />which they were made, not misleading; and (D) no further consent is required to <br />be obtained for the inclusion of the financial statements of the Successor Agency <br />for the Fiscal Year Ending June 30, [2016], as Appendix __ to the Official <br />Statement; <br /> <br />(vii) an opinion of the City Attorney, as counsel to the Successor Agency, <br />dated the Closing Date and addressed to the Successor Agency and the <br />Underwriter to the effect that: <br /> <br />(A) the Successor Agency is a public body, duly organized and <br />existing under the laws of the State; <br /> <br />(B) the Successor Agency has full legal power and lawful <br />authority to enter into the Indenture, the Disclosure Certificate, the <br />Irrevocable Refunding Instructions and this Bond Purchase Agreement; <br /> <br />(C) the Successor Agency Resolutions have been duly adopted at <br />meetings of the governing board of the Successor Agency, which were <br />called and held pursuant to the law and with all public notice required by <br />law and at each of which a quorum was present and acting throughout <br />and the Successor Agency Resolutions are in full force and effect and <br />have not been modified, amended or rescinded; <br /> <br />(D) the Indenture, the Disclosure Certificate, the Irrevocable <br />Refunding Instructions and this Bond Purchase Agreement have been <br />duly authorized, executed and delivered by the Successor Agency and, <br />assuming due authorization, execution and delivery by the other parties <br />thereof, constitute valid, legal and binding agreements of the Successor <br />Agency enforceable in accordance with their terms; <br /> <br />(E) The information in the Official Statement under the captions <br />“SECURITY FOR THE BONDS,” “THE SUCCESSOR AGENCY TO THE <br />REDEVELOPMENT AGENCY OF THE CITY OF SAN LEANDRO” and <br />“THE REDEVELOPMENT PROJECT,” insofar as such statements purport <br />to summarize information with respect to the Successor Agency and its <br />tax sharing agreements, fairly and accurately summarizes the information <br />presented therein; and <br /> <br />(F) Except as otherwise disclosed in the Official Statement, there is <br />no litigation, action, suit, proceeding or investigation at law or in equity <br />before or by any court, governmental agency or body, pending by way of <br />a summons served against the Successor Agency or, to our knowledge, <br />threatened against the Successor Agency (nor to our knowledge is there <br />any basis therefore), challenging the creation, organization or existence of <br />the Successor Agency, or the validity of the Indenture, the Disclosure <br />Certificate, the Irrevocable Refunding Instructions or this Bond Purchase <br />Agreement or seeking to restrain or enjoin any of the transactions <br />referred to therein or contemplated hereby or thereby or contesting the <br />authority of the Successor Agency to enter into or perform its obligations <br />497