Financial- Prudential - Laserfiche WebLink

Home Browse Search

~ Prudential v - Prudential Securities Incorporated , c) Authorize PSI to submit a formal Purchase Agreement, and investment proposal for the proceeds, which authority shall be exclusive so long as this Agreement shall not otherwise have been terminated. 4. Warranty of the Borrower - The Borrower represents and warrants that all information provided by it concerning the Borrower or the Project is and will be true and accurate in all material respects and that the offering documents will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are made. The Borrower acknowledges that PSI will be using and relying upon such information supplied by the Borrower and its agents in assisting in the preparation of the official offering documents for the COPs. 5. Conditions of Performance - The obligations of PSI hereunder to offer or undervvrite the COPs are subject to mazket conditions which prevail at the time of the offering, and prior receipt or occurrence of the following: a) Approval by the Borrower of the preliminary and final disclosure document in form and substance satisfactory to PSI; b) An unqualified legal opinion of a nationally-recognized legal counsel acceptable to PSI regarding exemption from registration under the Securities Act of 1933, and regarding the validity of the COPs and the enforceability of the documents relating thereto; c) Completion of due diligence satisfactory to PSI and its counsel; d) Execution of legal documentation, including but not limited to a Purchase Agreement acceptable to PSI; e) Approval of the offering by the Public Finance Business Review Committee of PSI. In the event that PSI determines that any of the foregoing conditions have not been satisfied, PSI shall promptly notify the Borrower in writing and the rights and duties of the parties hereunder shall cease as of the date of such notification and neither party shall have any obligation, financial or otherwise, to the other hereunder. Each of the foregoing conditions, where applicable, shall be superseded by the execution of the Purchase Agreement. 6. Expenses - PSI will be reimbursed for its out-of-pocket costs incurred in the performance of this Agreement, including the costs of its counsel, Preston, Gates & Ellis ("PG & E"). PG & E's fee is expected to be$8,000 and the maximum capped fee is expected to be $10,000. Borrower will pay all costs of issuing the COPs including, but not limited to, legal fees of its counsel and bond counsel; rating agency and credit enhancement fees; the cost of appraisals, and financial -2-