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

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the Pledge Agreement,(2)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 of the Charter School Documents, or (3) in any way contesting the existence or powers of the Charter School;(C)no event affecting the Charter School has occurred since the date of the Official Statement which should be disclosed in the Official Statement, for the purpose for which it is to be used or which should be disclosed therein in order to make the statements and information therein not misleading in any material respect; (D) the information in the Official Statement is true,accurate and complete in all material respects;(E)all resolutions and other actions required to be approved or taken by or on behalf of the Charter School authorizing and approving the transactions described or contemplated in this Bond Purchase Agreement or in the Official Statement, the execution of or approving of the respective forms of,as the case may be,the Charter School Documents and the Series 2022 Bonds have been duly approved by the Board of Directors of the Charter School,are in full force and effect and have not been modified, amended or repealed; (F)the Charter School has all necessary licenses, approvals, accreditations and permits presently required under federal, state and local laws to lease and operate its facilities; and (G) the Charter School is a nonprofit corporation organized and validly existing under the laws of the State and is an organization described in Section 501(c)(3)of the Code and exempt from federal income taxation under Section 501(a) of the Code with full power and authority to conduct its business; (viii) Certified copies of the Charter School's resolutions or comparable actions of its Board of Directors authorizing the execution and delivery of the Charter School Documents and approving the Series 2022 Bonds,the Preliminary Official Statement, and the Official Statement; (ix) A title insurance policy, or commitment therefor, in a form satisfactory to the Underwriter; (x) Receipt of Certificates of Insurance acceptable to the Underwriter demonstrating that the Company has obtained the insurance policies required by the terms of the Loan Agreement,the Pledge Agreement, and the Lease; (xi) Receipt of Certificates of Insurance acceptable to the Underwriter demonstrating that the Charter School has obtained the insurance policies required by the terms of the Pledge Agreement and the Lease; (xii) A rating letter from S&P providing a credit rating for the Series 2022 Bonds of not less than "BB" (stable outlook) and such letter has not been modified, withdrawn, or placed on watch; (xiii) An execution copy or other copy, certified to the Underwriter's satisfaction as true and correct, of each of the following items: the Company Documents, the Charter School Documents, the Indenture, the Resolution, the Company's articles of incorporation, bylaws, and certificate of good standing in the State, and the Charter School's articles of incorporation; bylaws; and certificate of good standing in the State; (xiv) Receipt of consent letter from Abdo, Eick, & Meyers, LLP, with respect to the audited financial statements for the Company for fiscal year 2021; 12