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y r/ <br /> copies of the Official Statement and Authorizing Ordinance in <br /> connection with the public offering and sale of the Bonds . As of <br /> this date, the Official Statement has been "deemed final" by the <br /> Issuer for purposes of SEC Rule 15c212 (b) (1) . <br /> 7 . In order to induce the Underwriter to enter into this <br /> Agreement and to make an offering of the Bonds, the Issuer <br /> represents to and agrees with the Underwriter that : <br /> A. The Issuer is and will be at the Closing a duly organized <br /> and existing municipality under the Constitution and laws of the <br /> State of Arkansas and has, and at the date of Closing will have, <br /> full legal right, power and authority (i) to enter into this <br /> Agreement, (ii) to adopt the Authorizing Ordinance, (iii) to issue, <br /> sell and deliver the Bonds to the Underwriter as provided herein, <br /> and (iv) to carry out and consummate the transactions contemplated <br /> by this Agreement, the Authorizing Ordinance and the Official <br /> Statement; <br /> B. The Bonds will be issued pursuant to and in full <br /> compliance with the Constitution and laws of the State of Arkansas; <br /> C. Both on the date hereof and at the Closing, the <br /> statements and information contained in the Official Statement will <br /> be true, correct and complete in all material respects and shall <br /> not and will not contain any untrue statement of a material fact or <br /> omit to state any material fact required to be stated therein or <br /> necessary in order to make the statements therein, in light of the <br /> circumstances under which they were made, not misleading; <br /> D. The execution and delivery of this Agreement and the <br /> compliance with the provisions hereof under the circumstances <br /> contemplated hereby, will not in any respect conflict with, or <br /> constitute on the part of the Issuer a breach or default under any <br /> agreement or other instrument to which the Issuer is a party, or <br /> any existing law, administrative regulation, court order or consent <br /> decree to which the Issuer is subject; <br /> E. The Issuer will not take or omit to take any action, <br /> which action or omission will in any way cause the proceeds from <br /> the sale of the Bonds to be applied in a manner other than as <br /> provided in the Authorizing Ordinance; <br /> F. When delivered to and paid for by the Underwriter, the <br /> Bonds will have been duly authorized, executed, authenticated, <br /> issued and delivered, and will constitute valid and legally binding <br /> special obligations of the character referred to in the statutes <br /> under which issued; <br /> G. The financial statements of the System to be contained in <br /> the Official Statement present fairly the financial position of the <br /> System as of the dates indicated and the results of its operations <br /> (W for the periods specified, and said financial statements have been <br /> prepared in conformity with generally accepted accounting <br />