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Disclosure Agreement of Issuer"), executed and delivered by the City and
<br />UMB Bank, N.A., as Dissemination Agent.
<br />(ii) to issue, sell, and deliver the Bonds to the Underwriter as provided
<br />herein; and
<br />(iii) to carry out and consummate the transactions on its part described
<br />in (1) the Authorizing Documents, (2) this Agreement, (3) the Reimbursement
<br />Agreement, (4) the Financing Agreement, (5) the Landowner Agreement, (6) the
<br />Fire Station Agreement, (7) the Redemption Waiver Agreement, (8) the
<br />Continuing Disclosure Agreement of Issuer, (9) the Limited Offering
<br />Memorandum, and (10) any other documents and certificates described in any of
<br />the foregoing (the documents described by subclauses (1) through (10) being
<br />referred to collectively herein as the "City Documents").
<br />b. Due Authorization and Approval of City. By all necessary official action
<br />of the City, the City has duly authorized and approved the adoption or execution and
<br />delivery by the City of, and the performance by the City of the obligations on its part
<br />contained in, the City Documents and, as of the date hereof, such authorizations and
<br />approvals are in full force and effect and have not been amended, modified or rescinded,
<br />except as may have been approved by the Underwriter. When validly executed and
<br />delivered by the other parties thereto, the City Documents will constitute the legally valid
<br />and binding obligations of the City enforceable upon the City in accordance with their
<br />respective terms, except insofar as enforcement may be limited by principles of sovereign
<br />immunity, bankruptcy, insolvency, reorganization, moratorium, or similar laws or
<br />equitable principles relating to or affecting creditors' rights generally. The City has
<br />complied, and will at the Closing be in compliance, in all material respects, with the
<br />obligations on its part to be performed on or prior to the Closing Date under the City
<br />Documents.
<br />C. Due Authorization for Issuance of the Bonds. The City has duly
<br />authorized the issuance and sale of the Bonds pursuant to the Bond Ordinance, the
<br />Indenture, and the Act. The City has, and at the Closing Date will have, full legal right,
<br />power and authority (i) to enter into, execute, deliver, and perform its obligations under
<br />this Agreement and the other City Documents, (ii) to issue, sell, and deliver the Bonds to
<br />the Underwriter pursuant to the Indenture, the Bond Ordinance, the Act, and as provided
<br />herein, and (iii) to carry out, give effect to and consummate the transactions on the part of
<br />the City described by the Bond Ordinance and the other City Documents.
<br />d. No Breach or Default. As of the time of acceptance hereof, and to its
<br />knowledge, the City is not, and as of the Closing Date the City will not be, in breach of or
<br />in default in any material respect under any applicable constitutional provision, law or
<br />administrative rule or regulation of the State or the United States, or any applicable
<br />judgment or decree or any trust agreement, loan agreement, bond, note, resolution,
<br />ordinance, agreement or other instrument related to the Bonds and to which the City is a
<br />party or is otherwise subject, and no event has occurred and is continuing which, with the
<br />passage of time or the giving of notice, or both, would constitute a default or event of
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<br />4158-2138-4984.4
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