Agenda - Council - 08/13/2013 - Laserfiche WebLink

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to the Issuer necessary to make the statements therein in the light of the circumstances under which they were made, not misleading. If, at any time prior to the earlier of (A) receipt of notice from the Underwriter pursuant to Section 2(c) hereof that Official Statements are no longer required to be delivered under the Rule or (8) ninety (90) days after the Closing, any event occurs with respect to the Issuer as a result of which the Issuer Portion of the Official Statement as then amended or supplemented might include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Issuer shall promptly notify the Underwriter, the Borrower and the School in writing of such events. Any information supplied by the Issuer for inclusion in any amendments or supplements to the Official Statement will not contain any untrue or misleading statement of a material fact relating to the Issuer or omit to state any material fact relating to the Issuer necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (ii) The Issuer is a public body corporate and politic under the laws of the State of Minnesota (the "State") and the Issuer has authorized by resolution the execution and deliver by the Issuer of this Bond Purchase Agreement, the Indenture, the Loan Agreement, and the Tax Regulatory Agreement. (iii) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Bonds, the Loan Agreement, the Indenture, and the Tax Regulatory Agreement, and the adoption of the Resolution, and compliance with the provisions of each of them, under the circumstances contemplated thereby, will not, in any material respect, conflict with or constitute on the part of the Issuer a breach of or default under any other agreement or instrument to which the Issuer is a party or any existing Iaw, administrative regulation, court order, or consent decree to which the Issuer is subject. (iv) With respect to such matters that are preconditions to the issuance of the Bonds, the Issuer has, or at the date of the Closing will have, in all respects complied with the Act. (v) All approvals, consents and orders of any governmental authority, board, agency, council, commission or other body in or of the Issuer or the State having jurisdiction which would constitute a condition precedent to the performance by the Issuer of its obligations hereunder and under the Indenture, the Loan Agreement, the Tax Regulatory Agreement, and the Bonds have been obtained or, if not, will be obtained at the time of or prior to the Closing (provided no representation or warranty is expressed as to any action required under federal or state securities or Blue Sky laws in connection with the purchase of the Bonds by the Underwriter). (vi) The Bonds, when duly issued, authenticated and delivered in accordance with the Resolution and the Indenture and purchased by the Underwriter as provided herein, will be the validly issued and outstanding special limited obligations of the Issuer entitled to the benefits of the Indenture; provided, however, neither the Bonds nor any interest or premium thereon will ever constitute a dtibt of the Issuer, the State, or any political subdivision thereof or a loan of credit thereof within the meaning of any -4-