Common use of Conditions of Obligation Clause in Contracts

Conditions of Obligation. The Dealer Manager’s obligation to act as a dealer manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the City and Authority contained herein are now, and at all times during the Tender/Exchange Program, will be, true and correct. (b) The City and the Authority at all times during the Tender/Exchange Program shall have performed all of their respective obligations hereunder required to have been performed. (c) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP (“Bond Counsel”), shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, its opinion, dated the date of the Invitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City and the Authority, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCES,” (iii) providing negative assurance on the subsections “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund Bonds” under the “ADDITIONAL CONSIDERATIONS” section of the Invitation, and (iv) the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Program, (ii) the execution, delivery or performance by the Authority of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Tender/Exchange Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Dealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, as the case may be. (f) At the Closing Date, there shall have been delivered to the Dealer Manager, on behalf of the Authority, a certificate of an authorized officer of the Authority, dated the Closing Date, and stating that the representations and warranties set forth herein are true and accurate as if made on such Closing Date.

Conditions of Obligation. The Dealer Manager’s obligation to act as a dealer manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the City and Authority contained herein are now, and at all times during the Tender/Exchange Program, will be, true and correct. (b) The City and the Authority at all times during the Tender/Exchange Program shall have performed all of their respective obligations hereunder required to have been performed. (c) ▇▇▇▇▇▇ Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP (“Bond Counsel”), shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, its opinion, dated the date of the Invitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City and the Authority, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCES,” (iii) providing negative assurance on the subsections “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund Bonds” under the “ADDITIONAL CONSIDERATIONS” section of the Invitation, and (iv) the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City and the Authority in connection with the Tender/Exchange Program as specifically set forth in the Tender/Exchange Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Exchange Act of 1934, as amended (the “Exchange Act”). (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Program, (ii) the execution, delivery or performance by the Authority of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Tender/Exchange Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Dealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, as the case may be. (f) At the Closing Date, there shall have been delivered to the Dealer Manager, on behalf of the Authority, a certificate of an authorized officer of the Authority, dated the Closing Date, and stating that the representations and warranties set forth herein are true and accurate as if made on such Closing Date.

Conditions of Obligation. The Dealer Manager’s obligation to act as a dealer manager hereunder shall at all times be subject, in the Dealer Manager’s discretion, to the conditions that: (a) All representations, warranties and other statements of the Authority and the City and Authority contained herein are now, and at all times during the Tender/Exchange Tender Program, will be, true and correct. (b) The City Authority and the Authority City at all times during the Tender/Exchange Tender Program shall have performed all of their respective obligations hereunder required to have been performed. (c) ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP (“Bond Counsel”), shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, its opinion, dated the date of the Invitation and in the form attached hereto as Annex B [[OPINION SHOULD COVER FOLLOWING TOPICS]] (i) stating in substance that this Agreement constitutes a valid and binding agreement of the City Authority and the AuthorityCity, enforceable in accordance with its terms, subject to such exceptions and qualifications as may be acceptable to the Dealer Manager; (ii) relating to the statements contained in the Invitation under the caption “CERTAIN FEDERAL INCOME TAX CONSEQUENCESCertain Federal Income Tax Consequences,” (iii) providing negative assurance on the subsections subsection “Target Bonds Not Tendered for Purchase or Exchange” and “Offers May Be Required to Refund BondsPurchase” under the “ADDITIONAL CONSIDERATIONSAdditional Considerations” section of the Invitation, and (iv) the actions of the City Authority and the Authority City in connection with the Tender/Exchange Tender Program as specifically set forth in the Tender/Exchange Tender Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Securities Exchange Act of 1934, as amended (amended, and Regulation 14D and Regulation 14E of the “Securities and Exchange Act”)Commission and the related rules promulgated thereunder. (d) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, a Professional Corporation▇ LLP, shall have furnished to the Dealer Manager, concurrently with the execution of this Agreement, an opinion in form and substance satisfactory to the Dealer Manager providing that the Invitation, and the actions of the City Authority and the Authority City in connection with the Tender/Exchange Tender Program as specifically set forth in the Tender/Exchange Tender Documents, are exempt from the provisions of Section 14(d) of the Target Bonds Securities Exchange Act of 1934, as amended (amended, and Regulation 14D and Regulation 14E of the “Securities and Exchange Act”)Commission and the related rules promulgated thereunder. (e) No stop order, restraining order or injunction has been issued by the SEC or any court of competent jurisdiction, and no litigation shall have been commenced or threatened before the SEC or any court, with respect to (i) the making or the consummation of the Tender/Exchange Tender Program, (ii) the execution, delivery or performance by the Authority or the City of this Agreement or (iii) any of the transactions in connection with, or contemplated by, the Tender/Exchange Tender Documents which the Dealer Manager or its legal counsel in good faith believes makes it impossible for the Dealer Manager to continue to render services pursuant hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state or local, for the Dealer Manager so to act, or continue so to act, as the case may be. (f) At the Closing Date, there shall have been delivered to the Dealer Manager, on behalf of the Authority, a certificate of an authorized officer of the Authority, dated the Closing Date, and stating that the representations and warranties set forth herein are true and accurate as if made on such Closing Date. (g) At the Closing Date, there shall have been delivered to the Dealer Manager, on behalf of the City, a certificate of an authorized officer of the City, dated the Closing Date, and stating that the representations and warranties set forth herein are true and accurate as if made on such Closing Date.