07 - Laserfiche WebLink

threatened against the Issuer (i) in any way affecting the existence of the Issuer or in any way challenging the respective powers of the several offices of the Issuer or of the titles of the officials of the Issuer to such offices, or (u) seeking to restrain or enjoin the sale, issuance or delivery of any of the Bonds, the application of the proceeds of the sale of the Bonds, the collection of Installment Payments or Water Revenues contemplated by the Installment Sale Agreement and Trust Agreement and the application thereof to pay the principal of and interest on the Bonds, or in any way contesting or affecting the validity or enforceability of the Bond Documents or contesting the powers of the Issuer or its authority with respect to the Bond Documents, or (iii) in which a final adverse decision could (a) materially adversely affect the operations of the Issuer or the consummation of the transactions contemplated by the Bond Documents, (b) declare this Purchase Contract to be invalid or unenforceable in whole or in material part, or (c) adversely affect the exclusion of the interest paid on the Bonds from gross income for federal income tax purposes and the exemption of such interest from California personal income taxation (all such actions, suits, proceedings, hearings or investigations being, "Material Litigation") (g) No Default To the best of Issuer's knowledge, no event has occurred that would constitute (i) an event of default (other than a payment default) with respect to which Issuer received written notice or (ii) a payment default (whether or not Issuer received written notice) under any debt, revenue bond or obligation which Issuer has issued during the past ten years, and, the Issuer has never failed to budget for and include and maintain funds sufficient and available to meet all payment obligations under any debt, revenue bond or obligation which Issuer has issued in each of its past ten fiscal years (h) No Other Debt Between the date hereof and the Closing, without the prior written consent of the Purchaser, neither the Issuer, nor any person on behalf of the Issuer, will have issued in the name and on behalf of the Issuer any bonds, notes, or other obligations secured by Installment Payments or Water Revenues (i) Certificates Any certificates signed by any officer of the Issuer and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser, but not by the person signing the same, as to the statements made therein (l) Financial Condition The financial statements of the Issuer for the year ended June 30, 2016, supplied to the Purchaser (i) were prepared in accordance with generally accepted accounting principles, consistently applied, and (ii) fairly present the Issuer's financial condition as of the date of the statements Other than as otherwise disclosed to the Purchaser, there has been no material adverse change in the Issuer's financial condition subsequent to June 30, 2016 (k) Financial Statements The Issuer hereby agrees to furnish or cause to be furnished to the owner, at the Issuer's expense, (i) within 240 days of the end of the Issuer's fiscal year, the audited financial statements of the Issuer for that year, (ii) within 30 days after the adoption thereof in each fiscal year, the annual, approved operating budget of the Issuer for the subsequent fiscal year, and (iii) such other information that the owner of the Bonds may from time to time reasonably request Any audited financial 4 2763992 2