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such qualifications in effect so long as required for the <br /> (w distribution of the Bonds; provided, however, that the Issuer shall <br /> not be required to qualify as a foreign corporation or to file any <br /> general consents to service of process under the laws of any state. <br /> 8 . The Underwriter has entered into this Agreement in <br /> reliance upon the representations and agreements of the Issuer <br /> herein and the performance by the Issuer of its obligations <br /> hereunder, both as of the date hereof and as of the Closing. The <br /> Underwriter' s obligations under this Agreement are and shall be <br /> subject to the following further conditions : <br /> A. At the Closing, the Authorizing Ordinance and the Rate <br /> Ordinances shall be in full force and effect and the Authorizing <br /> Ordinance and the Official Statement shall not have been amended, <br /> modified or supplemented after the date hereof except as may have <br /> been agreed to by the Underwriter, and the Issuer shall have duly <br /> adopted and there shall be in full force and effect such other <br /> ordinances and resolutions as, in the opinion of Friday, Eldredge <br /> & Clark, LLP, Little Rock, Arkansas (the "Bond Counsel" ) shall be <br /> necessary in connection with the transactions contemplated hereby; <br /> B. At the Closing the Underwriter shall receive the <br /> approving opinion, dated as of the Closing, of Bond Counsel, in <br /> customary form and content satisfactory to the Underwriter, plus <br /> all other documents, opinions and certificates reasonably required <br /> by Bond Counsel or the Underwriter to evidence (i) compliance by <br /> the Issuer with legal requirements, (ii) the truth and accuracy, as <br /> of the date of Closing, of the representations of the Issuer <br /> contained herein, and (iii) the due performance or satisfaction by <br /> the Issuer at or prior to the Closing of all agreements to be <br /> performed and all conditions to be satisfied by the Issuer; <br /> C. At the Closing, the Issuer will deliver a certificate, <br /> dated the date of the Closing, signed by the Chairman of the <br /> Batesville Utilities Commission and the Manager of the System and <br /> in form and substance satisfactory to the Underwriter, to the <br /> effect that <br /> (1) Each of the representations and warranties of <br /> the Issuer set forth herein is true and correct in all <br /> material respects as of the Closing and the Issuer has <br /> complied with each of its covenants and agreements <br /> required in this Agreement to be complied with at or <br /> prior to the Closing; <br /> (2) There has been no material adverse change in <br /> the business, property or financial condition of the <br /> System as described in the Official Statement and, except <br /> as provided for or contemplated or described in the <br /> official Statement, the System has not incurred any <br /> material liabilities other than in the normal course of <br /> 0 business; and <br />