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

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(ix) The Charter School has not within the last five (5) years been subject to any continuing disclosure undertaking under Rule 15 c2-12 promulgated by the Securities Exchange Commission. (x) The Charter School has not been in default as to principal or interest with respect to any obligation issued by or guaranteed by the Charter School (including the Charter School's current lease of the Original School Facility) or with respect to which the Charter School is an obligor. (xi) The Charter School is an organization described in Section 501(c)(3) of the Code, or corresponding provisions of prior law,is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code, or that the Charter School's operation of the School Facilities does not result in unrelated business income. (d) The Underwriter represents to and agrees with the Issuer as follows: W The Underwriter has all necessary power and authority to execute and deliver this Bond Purchase Agreement and to consummate all of the actions contemplated hereby. (ii) The Series 2022 Bonds to be sold to the initial purchasers pursuant to this Bond Purchase Agreement shall be in minimum denominations of $5,000 or any $5,000 multiple in excess thereof(each an"Authorized Denomination"). (iii) In the course of selling the Series 2022 Bonds,the Underwriter shall comply with the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder, the rules of the National Association of Securities Dealers, Inc. and the rules of the MSRB. 5. Closin . At or before 12:00 P.M. Central time, on[ ],2022 or such later date as we mutually agree upon(the "Closing"or the"Closing Date"), the Issuer will deliver or cause to be delivered to the Underwriter, at the offices of Taft Stettinius & Hollister LLP, Minneapolis, Minnesota ("Bond Counsel"), or at such other place as we may mutually agree upon, through the facilities of The Depository Trust Company ("DTC"), the Series 2022 Bonds in definitive fully registered form, duly executed and authenticated. In addition, the other documents hereinafter mentioned will be delivered to the offices of Bond Counsel, and the Underwriter will accept such delivery and cause the purchase price thereof to be paid in federal funds payable to the order of the Issuer or the order of such person as the Issuer shall direct and such funds shall be available to the Issuer on the date of Closing. The Series 2022 Bonds will be delivered as fully registered bonds in Authorized Denominations and registered in the name of Cede & Co., as nominee of DTC, and in such amounts as the Underwriter may have requested not less than five (5)business days prior to the Closing. The Issuer will deposit with the Trustee, as agent to DTC (or such other acceptable depository institution), any or all of the Series 2022 Bonds,registered in such name or names as the Underwriter may request. It is anticipated that CUSIP identification numbers will be printed on the Series 2022 Bonds, but neither the failure to print such numbers on any Series 2022 Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any Series 2022 Bonds. The Underwriter and the Issuer will cooperate with the Company and Charter School to obtain the CUSIP numbers. Simultaneously with the delivery of the Series 2022 Bonds, the 8