Agenda - Council - 07/12/2022 - Laserfiche WebLink

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(11) If, at any time prior to the earlier of(A)receipt of notice from the Underwriter that the Official Statement is no longer required to be delivered under the Rule,or(B)ninety days after the Closing, any event occurs known to the Charter School (or which should have been known to the Charter School upon diligent inquiry) as a result of which the Preliminary Official Statement or 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 are made, not misleading, the Charter School shall promptly notify the Underwriter thereof in writing. Upon the request of the Underwriter,the Charter School shall prepare and deliver to the Underwriter, at the expense of the Charter School (including attorneys' fees), as many copies of an amendment or supplement to the Preliminary Official Statement or the Official Statement which will correct any untrue statement or omission therein as the Underwriter may reasonably request. (iii) The Charter School is duly organized and existing as a nonprofit corporation and public charter school under the laws of the State and the Charter School has full legal right,power and authority to enter into the Charter School Documents, and to carry out and consummate all transactions contemplated by such documents. (iv) The execution and delivery of this Bond Purchase Agreement does not, and the execution and delivery of the Charter School Documents and compliance with the provisions of each of them,under the circumstances contemplated thereby, does not and will not conflict with or constitute on the part of the Charter School a breach of or default under any other agreement or instrument to which the Charter School is a party or to the Charter School's knowledge,any existing law,administrative regulation,court order or consent decree to which the Charter School is subject. (v) All approvals, consents and orders of any governmental authority, board, agency, council,commission or other body in or of any state and the federal government having jurisdiction which would constitute a condition precedent to the performance by the Charter School of its obligations hereunder and under the other Charter School Documents 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 placement of the Series 2022 Bonds by the Underwriter). (vi) This Bond Purchase Agreement does, and the other Charter School Documents, when each of them has been executed and delivered by the Charter School, will, assuming due authorization, execution and delivery by the other parties thereto, each, constitute a valid and binding obligation of the Charter School, enforceable in accordance with its respective terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors' rights or remedies heretofore or hereafter enacted. (vii) To the knowledge of the Charter School, no litigation is pending or threatened (A) seeking to restrain or enjoin the issuance or delivery of the Series 2022 Bonds or the application of proceeds of the Series 2022 Bonds as provided in the Indenture and the Loan Agreement or the collection of revenues pledged under the Indenture, (B) in any way contesting or affecting any authority for the issuance of the Series 2022 Bonds or the validity of the Series 2022 Bonds,or any other Charter School Documents, or (C) in any way affecting, in a material adverse manner, the Series 2022 Project,the property of the Charter School or contesting the existence or powers of the Charter School. (viii) The Preliminary Official Statement was, as of its date, deemed "final" within the meaning of(b)(1) of the Rule. 7